UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

         For the fiscal year ended December 31, 2004

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                        Commission file number: 000-30245

                                IDI Global, Inc.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                 87-0617040
(State of incorporation)               (I.R.S. Employer Identification No.)

                         462 East 800 North, Orem, Utah   84097
               (Address of principal executive offices) (Zip code)

         Issuer's telephone number, including area code: (801) 224-4444

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:
        Common Stock par value $.001 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenue for its most recent fiscal year: $ 27,718,252

As of March 30, 2005 the registrant had 23,616,610 shares of common stock
outstanding. The aggregate market value of the 20,616,610 shares of voting stock
held by non-affiliates as of that date was approximately $10,411,388.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]










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                                TABLE OF CONTENTS

                                     PART I

Item 1.  Description of Business                                              3
Item 2.  Description of Property                                             20
Item 3.  Legal Proceedings                                                   20
Item 4.  Submission of Matters to a Vote of Security Holders                 21

                                     PART II

Item 5.  Market for Common Equity, Related Stockholder
                Matters and Issuer Purchase of Securities                    21
Item 6.  Management's Discussion and Analysis                                24
Item 7.  Financial Statements                                                30
Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                          31
Item 8A.Controls and Procedures                                              31

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control
                Persons, Compliance with Section 16(a) of the
                Exchange Act                                                 31

Item 10. Executive Compensation                                              32

Item 11. Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters                   34

Item 12. Certain Relationships and Related Transactions                      35

Item 13. Exhibits and Reports on Form 8-K                                    36

Item 14. Principal Accountant Fees and Services                              37

Signatures                                                                   39




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                           FORWARD LOOKING STATEMENTS

In this annual report, references to "IDI," "we," "us," and "our" refer to IDI
Global, Inc., and its subsidiaries.

This annual report contains certain forward-looking statements and for this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "expect," "believe," "anticipate,"
"estimate" or "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 IDI's control. These factors
include but are not limited to economic conditions generally and in the markets
in which IDI may participate; competition within IDI's chosen industry,
including competition from much larger competitors; technological advances and
failure by IDI to successfully develop business relationships.

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

Historical Development

IDI Global, Inc., was incorporated in the state of Nevada on August 27, 1998, as
Bennion Corporation. On January 14, 2002, the corporation name was changed to
IDI Global, Inc. ("IDI Global"). On January 23, 2002, IDI Global formed a wholly
owned subsidiary, Internet Development, Inc., a Nevada corporation, for the
purpose of completing a forward triangular merger between Internet Development
and idiglobal.com, Inc. a Delaware corporation ("idiglobal.com"). Internet
Development delivered approximately 7,500,000 shares of IDI Global common stock
to idiglobal.com's seventeen shareholders in exchange for 100% of
idiglobal.com's shares. The former idiglobal.com shareholders beneficially owned
65% of IDI Global's outstanding common stock immediately following the
acquisition. This transaction was treated as a reverse acquisition with
idiglobal.com being the accounting acquirer and was completed in March 2002.

On October 3, 2003, IDI Global, Inc., entered into an merger agreement whereby
IDI Global agreed to acquire Integrated Communication Systems, Inc. ("Integrated
Communication"), as a wholly owned subsidiary through a forward triangular
merger. Integrated Communication operated as a sports advertising and marketing
company. IDI Global formed a Nevada subsidiary, Sports Media International, Inc.
("Sports Media"), to facilitate the merger and Integrated Communication merged
into Sports Media. IDI Global issued an aggregate of 954,600 shares of IDI
Global common stock and warrants to purchase an aggregate of 378,450 shares of
IDI Global common stock to the seventeen stockholders of Integrated
Communication. The stockholders of Integrated Communication exchanged the 190.89
outstanding common shares of Integrated Communication they held for the IDI
Global shares. The warrants to be granted in the merger transaction have an
exercise price of $1.70 per share. The IDI Global shares issued in the exchange
will also have piggy back registration rights for any future registration under
the Securities Act of 1933 of IDI Global common stock.

On January 8, 2004, IDI Global signed an agreement to issue an aggregate of
1,000,000 common shares to acquire 100% of the 100,000 outstanding shares of
Chief Financial, Inc. (Chief Financial), a Texas corporation and its subsidiary,
Professional Consulting Services, Inc. (PCS), a Utah corporation. On January 16,
2004, our board of directors authorized the issuance of an aggregate of
1,000,000 common shares to acquire Chief Financial and its subsidiary,
Professional Consulting. Our board of directors authorized the issuance of
250,000 shares each to Randy J. Lang and Christopher C. Matthews in exchange for
100% of the outstanding shares of Professional Consulting. Our board of
directors authorized the issuance of 500,000 shares to an escrow account for the
benefit of Chris Flores, the President of Chief Financial, to be issued at a
later date.

Chief Financial is a marketing company specializing in research, analysis, and
distribution of products and services for small office/home office businesses
nationwide. Professional Consulting is a marketing company.


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On January 13, 2005, IDI Global incorporated IDI Small Business, Inc. (AIDI
Small Business@), as our wholly owned subsidiary in the state of Utah. On
January 14, 2005, IDI Small Business acquired the tangible assets, contract
rights, claims, governmental authorizations, and other property related to the
call center of Mentoring of America, LLC (A Mentoring of America@), a Utah
limited liability company, and HG Marketing, Inc. (AHG Marketing@), a Nevada
corporation. IDI Small Business assumed certain liabilities of the sales and
marketing operation of Mentoring of America, paid $1,800,000 cash to HG
Marketing, granted warrants to purchase up to 2,500,000 shares of IDI Global
common stock to HG Marketing, and placed 4,356,436 shares of IDI Global common
stock into an escrow account, to be released from the escrow upon the call
center's attaining certain performance standards.

                                  OUR BUSINESS

IDI Global is a holding company operating through its wholly owned subsidiaries,
Internet Development, Chief Financial, IDI Small Business, and Sports Media.
Internet Development offers the tools to create a web site, including a merchant
account, web development services, and the web hosting services, along with
coaching and consulting services. In addition, Internet Development offers an
Internet/extranet platform for large vertical businesses with a sizable network
of affiliates. Chief Financial provides small office/home office products and
services geared for specific businesses, such as real estate, wholesaling, etc.,
and sells add-on services and products for the small office/home office. Sports
Media sells advertising and marketing programs for media companies. IDI Small
Business manages our direct Marketing operations in St. George, Utah. The
business of each subsidiary is described in more detail below.

INTERNET DEVELOPMENT

Internet Development designs, develops and markets user-friendly, web-based
software applications and development tools on an integrated service platform.
It also provides in-house servers and management to host all of our application
and control security for its customers. Internet Development's products allow
both large organizations comprised of a substantial network of affiliates within
specific vertical markets, as well as small stand- alone businesses, to exploit
the full capabilities of the Internet as a communications, information
management, marketing, and e-commerce platform. Internet Development's
applications and tools enable vertical organizations to deploy, integrate,
interact with, and centrally administer large networks of e-commerce enabled
affiliate web sites.

         Products

QuickSite Builder is a completely browser-based, point-and-click website builder
technology for the Internet. QuickSite Builder allows a user without any
programming knowledge to build a functional, e-commerce enabled website in a
short time. QuickSite Builder provides small businesses with access to an
application service platform that is sophisticated, functional and versatile, as
well as affordable. Available features include auto-responders, counters,
banners, search engine site registration, online shopping mall presence,
shopping cart, merchant account, secure online ordering and transaction
processing, e-mail, incentive sweepstakes giveaways, and customer demographic
proofing. Internet Development bundles QuickSite Builder with a business
education course that is designed to help small business owners make optimal use
of e-commerce and Internet Development's web technology.

QuickSite Builder is targeted at small businesses and the small office and home
office entrepreneurs who wish to establish an online business presence quickly,
easily, and cost-effectively. Internet Development acquires new customers
through Chief Financial and qualified third-party leads based on lists of
individuals who have previously purchased business education products or
services through Ainfomercials@ or other direct sales channels.



                  ARRAY

ARRAY is a web site system for network marketing and direct sales companies, as
well as other vertical industries, such as the insurance industry. It is an
integrated suite of web applications and business development tools that provide
a customizable, database-driven virtual intranet/extranet and e-commerce
solution for any large vertical

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enterprise with a sizable network of affiliates. ARRAY enables organizations to
deploy, integrate, interact with and centrally administer a large network of
e-commerce enabled affiliate websites, while maintaining a consistent, unified
brand image for the organization as a whole. Using ARRAY, a network of
distributed affiliate websites can be rapidly and inexpensively deployed,
interconnected and e-commerce enabled. ARRAY provides the corporate parent and
each affiliate with a unique, personalizable, and highly functional e-commerce
website. The parent company avoids having to invest heavily in the development
of an entire Internet division and web-enabling technology because ARRAY is an
outsourced and hosted application platform. In addition, because ARRAY is built
on a flexible, scalable and customizable platform capable of integrating with
other applications and services, the platform can readily accommodate any
organization's custom requirements as well as new features that the organization
may want to add in the future.

ARRAY is designed to provide each affiliate of the parent organization with the
ability to create and maintain a unique business presence with simple
point-and-click technology. At the same time, ARRAY allows the parent
organization (1) to project a consistent brand on the Internet; and (2) to
maintain complete umbrella control through a database-driven feature called the
Administrative Office. The Administrative Office can incorporate sophisticated
tools for publishing, monitoring and controlling content on affiliate websites,
analyzing statistics, delivering intelligent advertising, communicating with all
affiliates, and evaluating critical data. The system has the ability to
interface with multiple databases to access, extract, or download information
from anywhere in the world, and ties in seamlessly with genealogy databases and
commission systems in place within the organization.

For the affiliate, ARRAY represents a flexible and easy-to-use productivity
solution permitting initial setup and updates to a website without requiring the
user to have computer programming knowledge. It provides the following features
to the affiliate user:

     -    Automation of administrative tasks, such as product ordering, billing,
          and reporting

     -    Downline management and communication

     -    Website statistical analysis

     -    Customer tracking and profiling

     -    Intelligent, targeted marketing features

     -    Personal  productivity tools (online contact management,  calendaring,
          event planning)

     -    E-commerce   tools   (shopping  cart,   secure  payment,   transaction
          processing, site links)

     -    Publishing of product catalogues - Proprietary, sophisticated email

     -    Access to relevant database information

ARRAY's Site Manager tool allows each distributor to administer his or her
website in a unique fashion, enjoying the ability to update news and events,
welcome messages, announcements, and product displays, as well as to choose
among numerous professionally designed layouts and colors that are all
pre-approved by the parent company and that exude the appropriate look and feel
of the corporate entity. The site also contains an area that allows the
distributor to post messages and communicate with his or her upline and
downline.

         Markets

ARRAY has been marketed primarily to the United States direct sales industry.
Direct sales organizations stand to benefit greatly from the capabilities of the
Internet, and many have taken advantage of the Array technology to effectively
do so. The industry requires an affordable, integrated web-based solution that
allows (1) parent corporations to interact with a vast network of independent
distributors and (2) independent distributors in turn to interact with their own
sponsors, downlines, recruits and customers. Additionally, these organizations
must have control over the content that is delivered via the Internet by
distributors, regulatory compliance, corporate image, and public relations,
which ARRAY allows them to accomplish.

The complex, hierarchal direct sales industry is ideally suited to exploiting
the Internet for communications, commerce, and community. Direct sales
organizations require a comprehensive web-based solution that (1) offers a
professional yet quick, easy, and affordable online presence to the individual
distributors (who are typically sole proprietors working out of a home office)
and (2) delivers low-cost, user-friendly organizational management,

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distribution, marketing, communications, personal productivity, back-office, and
online retail sales tools to increase productivity and sales. We believe that
ARRAY satisfies the needs of this market niche.

         Distribution

Internet Development relies on the marketing expertise and contracts of its own
in-house sales force as well as third- party resellers for marketing and
distribution. Internet Development has forged strategic relationships, based on
revenue sharing arrangements and joint product development initiatives, with
leading network marketers and clients in vertical markets. Internet Development
is also working with several leading developers of specialized database programs
and back office software applications for direct sales companies to integrate
their products into ARRAY at a future date.

Internet Development has focused its initial marketing efforts on the parent
companies and principal lines of sponsorship of leading direct sales companies.
By so doing, Internet Development is able to harness the existing internal
marketing infrastructure of these organizations to promote its products down the
line to millions of independent distributors. Direct sales companies are by
nature efficient marketing organizations, with a revenue model predicated on the
parent selling products to independent distributors, who in turn recruit and
sell products to their own network of distributors.

Internet Development's marketing strategy is to encourage this existing sales
network to promote its ARRAY product to the independent distributors by
establishing ARRAY not only as a cost saving measure, but also as a profit
center for the parent company. Internet Development provides the full ARRAY
technology in its ARRAY Express model to a new client at no cost up front for
development and setup. In exchange, the new client commits to incorporate ARRAY
Express into its monthly auto-ship package or other similar program, at a
reduced cost to the end-user, or to market the product aggressively to its
organization and user base. The corporate parent is paid a recurring monthly
commission for each distributor who signs up for a personal website. The parent
is thus encouraged to endorse and actively promote the product to the sales
organization. Recurring revenues are created by providing independent affiliates
with their own e-commerce-enabled web sites for a monthly hosting fee. Value-
added services are offered and available to the affiliate end users for a small
additional monthly fee. Also, distributors who refer the product to other
distributors may be given a discount off their own monthly hosting fee.

ARRAY has been utilized by several large direct sales companies, including such
industry leaders as New Vision and Tupperware. Independent distributors are
currently using the product at an average price of $10 per month. Exclusive
multi-year contracts prohibit these companies from working with another
developer for the same applications. Under the terms of these agreements, upon
termination of the agreement, Internet Development is entitled to remove the web
technology and underlying source code for all of the applications developed for
the corporation.

Internet Development expects to introduce ARRAY to other high-growth
business-to-business and business-to- customer vertical markets characterized by
a large network of affiliated distributors, dealers, brokers, agents, members or
independent service providers. These adjacent vertical markets include the
telecom, medical, real estate brokerage, insurance, healthcare and financial
services industries, among many others.


         Competition


There are now numerous other self-replicating web site development programs
available on the market. ARRAY competes primarily with custom, proprietary
enterprise solutions usually developed internally or outsourced to similar
vendors by a prospective company. These proprietary solutions are often more
expensive and difficult to implement and maintain. Internet Development's
competitors include companies that provide online marketing services and develop
distributed e-commerce enabled web networks with centralized administrative
functions. The companies target a wide range of professional organizations,
while Internet Development is more focused and specialized on specific markets,
such as the direct sales industry.


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To a lesser extent, ARRAY selectively competes in certain of its specific
applications with web site publishing companies, integrated business
applications providers, publishers of web-authoring and content management
software, and Internet infrastructure software developers.

Internet Development maintains its competitive position because its program is
easy to use and functional. Also, it has focused its efforts on rapid market
penetration sold through proven reseller channels and segment-specific strategic
partners to capture significant market share and create a barrier to entry.
Internet Development will continue to leverage its website design expertise and
applications technology developed for large enterprises to develop leading-edge
web applications for small businesses and consumer markets and to bundle this
technology with its expertise in business education and training to create
innovative courses.

         Principal Suppliers

Internet Development does not depend on outside suppliers because its technology
is developed internally and its clients' web sites are hosted in-house on
Internet Development's own servers. Internet Development uses established
telecom providers for its T-1 lines and other voice and data access. However,
Internet Development relies on multiple providers in order to ensure redundancy
and adequate backup. In addition, Internet Development uses computer
manufacturers for its hardware needs, but does not rely on a specific
manufacturer.

         Major Customers

During the year ended December 31, 2004, Internet Development did not have a
customer that provided more than 10% of its revenues. During the year ended
December 31, 2003, two customers generated significant hosting revenues.
Tupperware Corporation accounted for nearly 44% of our total hosting revenues
and Internet Service Corp. accounted for 20% of our total hosting revenues.
Professional Marketing International provided leads to Internet Development for
the 2003 year that generated 91% of total revenues.

We received formal notification in February 2004 that Tupperware is proceeding
on a course to develop a proprietary in-house web site solution, which resulted
in a loss of income from Tupperware beginning in October, 2004. The loss of one
or more significant clients who determine to not renew their ARRAY product
agreements, whether to use a competitor's website system, or to develop and
maintain their own system in-house, is always a potential risk or event that
could have an adverse material effect on our financial condition. This type of
event is beyond our control, even while making every effort to provide an
industry-leading product at a price that is competitive and affordable.

During the year ended December 31, 2003, Professional Marketing International
provided leads to us that generated 91% of total revenues compared to 67% of
total revenues generated by leads from Professional Marketing International for
the 2002 year.

         Intellectual Property

Internet Development has internally developed all of its own proprietary source
code for its applications. To the best of our knowledge, ARRAY's corporate
Administrative Office, with its umbrella control and processing capabilities, is
unique to a large degree. We have exclusive agreements with each ARRAY client to
provide technology for their e-commerce and individual web site needs. In
addition, Internet Development has established a copyright for ARRAY.

         Employees

Internet Development employs 54 full time employees. These employees are not
presently covered by any collective bargaining agreement. We believe that
relations with these employees are good, and we have not experienced any work
stoppages.

CHIEF FINANCIAL INC.


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Chief Financial is based out of Dallas, Texas, (Do we still want to state that
Chief Financial is based out of Texas?)and is a provider of goods and services
targeted at the small office and home office market. Chief Financial provides
products and services through two divisions, M57 Media and Chief Marketing
Systems, as well as through its wholly owned subsidiary, Professional Consulting
Services.

         M57 Media

M57 Media provides home business education and home business opportunities
through Internet home business development products. It provides training and
coaching for customers seeking customized solutions and training on setting up
their home-based and online businesses. M57 Media markets its products and
services through Internet marketing using search engines, banners, pop ups, and
email campaigns. Services are provided directly to the customer with no
intermediate channel partner. M57 Media also relies on 3rd party publishers to
provide email addresses for target market mailings and targeted pops.

M57 Media's products and services help customers establish a home-based
business in areas such as:
         -        Real estate;
         -        Recruiting;
         -        Auto sales;
         -        Wholesaling; and
         -        Insurance sales.

M57 Media also provides other value-added services:


         -        Sales and lead generation;
         -        Concept to implementation consulting;
         -        Graphic design;
         -        Web hosting;
         -        Merchant account setup;
         -        Payment processing solutions;
         -        Development and optimization of e-mail campaigns; and
         -        Targeted direct marketing.

Additionally, M57 Media offers an electronic system that automates the tracking
of sales and re-billing of hosting and/or membership fees. This system handles
all of the recurring billing, new clients, drops, customer service, lead
management, reporting, and financials. It is an Internet system that fully
integrates the sales arm of a business with the billing and financial reporting
arms of that business.

M57 Media competes with many individuals and companies that direct market
business opportunities on the Internet. In addition, it competes with other
selling practices such as infomercials and seminars. While there are many
competitors, management believes the current target market is vast and that the
Internet is becoming a strong channel and a viable competitor to the more
personal approaches like infomercials and seminars. However, customers acquired
from seminar and infomercial channels have a higher ratio of completed deals
than Internet generated leads.

         Chief Marketing Systems & Professional Consulting Services

Chief Marketing Systems is a division of Chief Financial, and Professional
Consulting Services is a wholly owned subsidiary of Chief Financial. These
companies sell add-on services and products to customers identified by M57 Media
and other lead suppliers. These products are focused on the small office and
home office marketplace and include self-replicating web site tools, single web
sites, e-commerce solutions, coaching and training services for small
office/home office customers.

Sales occur through direct contact with the customer via telephone through
Professional Consulting Services, located in St. George, Utah, and Chief
Marketing Systems, located in Salt Lake City, Utah. These companies compete with

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numerous direct sales floors that provide these kinds of services.

The add-on services and products are primarily provided by Internet Development,
including its Quicksite Builder, merchant accounts, and other education
services. In addition, Chief Financial provides a secondary merchant account for
billing processing.

         Employees

Chief Financial has 66 employees. These employees are not presently covered by
any collective bargaining agreement. We believe that relations with these
employees are good, and we have not experienced any work stoppages.

SPORTS MEDIA

Sports Media is primarily engaged in the business of selling advertising and
marketing programs for media companies, such as ESPN Radio Sports Marketing,
which does business with major professional sports leagues, teams, and
universities. Sports Media's marketing agreements include a unique provision
that allows Sports Media access to exclusive team, league, retail promotion, and
merchandising opportunities. The marketing aspects of a project are combined
with advertising to create integrated media and marketing solutions for clients.
Since Sports Media's inception, a substantial portion of its revenues has been
generated through the sale of advertising and promotion to nationally recognized
marketers, such as, Coca-Cola, Subway, Sony, American Express, Thomsom CE.

         Products and Services

Sports Media brokers media and advertising promotions between large production
firms, such as ESPN Radio Sports Marketing, and large advertisers and marketers.
These marketing agreements allow the advertisers and marketers the use of the
production and distribution resources available through the production firm.
These agreements provide large marketers with one-stop shopping to create,
produce and air advertising campaigns on nationally recognized media channels.

         Marketing

The target market is twofold. First, and primarily, the national marketers are
the paying customer for the air time, production services, and media. However,
the affinity group, which could include the sports team, race car driver, or
league, also provides a synergistic opportunity to match merchandising with
advertising. Large companies such as Cokca-Cola or utilize the advertising
services while simultaneously creating their marketing campaign around
sponsorship of an athlete, driver, or team. Making a direct connection with the
sports-minded consumers.


Sports Media relies on its premier relationships with companies like ESPN Radio
and does not rely on mass marketing to sell its services. Opportunities for
marketing and advertising are created by relationships between the advertiser,
marketer, and promoter and are reliant upon marketing relationships and programs
value proposition. The experience and reputation of key employees of Sports
Media enable it to address this marketplace in a unique way.

         Major Customers

Sports Media has the only outside agency preferred marketing partnership with
ESPN Radio Sports Marketing. This relationship with ESPN Radio has allowed
Sports Media to penetrate the largest marketers in the nation. As of the date of
this filing, Sports Media does not have any one customer that provides a
significant percentage of its total revenues.

         Employees


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Sports Media has two employees, but relies on several sales consultants and
other relationship partners. These employees are not presently covered by any
collective bargaining agreement. We believe that relations with these employees
are good, and we have not experienced any work stoppages.

IDI SMALL BUSINESS

IDI Small Business recently acquired HG Marketing and the assets of Mentoring of
America's call center. We intend to consolidate the operations of Professional
Consulting, Chief Marketing Systems, and HG Marketing under IDI Small Business.
Professional Marketing and HG Marketing operate in St. George, Utah. Chief
Marketing Systems operates in Salt Lake City and Orem, Utah. These companies
sell add-on services and products to customers identified by our lead suppliers.
These products are focused on the small office and home office marketplace and
include self-replicating web site tools, single web sites, e-commerce solutions,
coaching, educational seminars, and training services for small office and home
office customers. Sales occur through direct contact with the customer by
telephone. These companies compete with numerous direct sales floors that
provide these kinds of services.

The add-on services and products are primarily provided by Internet Development,
including its ARRAY, Quicksite Builder, merchant accounts, and other education
services. In addition, Chief Financial provides a secondary merchant account for
billing processing.

         Employees

IDI Small Business has 175 employees. These employees are not presently covered
by any collective bargaining agreement. We believe that relations with these
employees are good, and we have not experienced any work stoppages.

Recent Developments

Term Credit Agreement

IDI Global entered into a Term Credit Agreement (the ACredit Agreement@), dated
December 24, 2004, with Hong Kong League Central Credit Union, a Hong Kong
corporation, and SBI Advisors, LLC (ASBI Advisors@), a California limited
liability company. Under the Credit Agreement, we received a term loan in the
principal amount of $1,750,000, with interest of 2.0% per month. The loan was
evidenced by a term note, dated December 24, 2004, with a maturity date of May
24, 2005; however, we can elect to extend the term of repayment to November 23,
2005, if we provide written notice of our intent to extend and we pay an
extension fee of 5% of the then-outstanding principal balance.

We will make payments due under the Credit Agreement to SBI Advisors, as agent
for Hong Kong Credit Union. SBI Advisors has the authority to make any decision,
take action, and give consent or waiver under the Credit Agreement. However, any
amendment, modification or termination of the Credit Agreement requires written
approval from Hong Kong Credit Union.

The Credit Agreement required that upon closing we grant to SBI Advisors a
warrant to purchase 525,000 shares of common stock at an exercise price of $0.70
per share. The warrant has a term beginning on December 24, 2004, and ending
four years from the effective date of the registration statement covering the
resale of the underlying shares of the warrant. The warrant may be exercised
through a cashless exercise adjusted for the market price five days prior to the
cashless exercise date, as outlined in the warrant. The exercise price and the
number of shares issued upon exercise of the warrant shall be adjusted for stock
splits, stock dividends or recapitalization. If we issue common stock for
consideration less than $0.70 per share, then the exercise price and/or amount
of shares may be adjusted to be equivalent to that price per share. However,
warrants issued prior to the date of this Agreements may be exercised, or we may
grant stock options as compensation for employees, consultants or director,
without triggering an adjustment to this warrant. The holder of the warrant will
have the right to notice and the right to acquire and receive common stock in
the case of any consolidation, merger or sale, and any distribution of assets.
The warrant may be assigned by the warrant holder. We must satisfy any blue sky
registration or qualification for the shares

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underlying the warrant.

So long as amounts are outstanding under the Credit Agreement, we may complete a
one-time debt financing transaction with Hong Kong Credit Union in the amount of
$400,000, with 8% interest. Hong Kong Credit Union will have the right to
convert this debt into shares of common stock at a conversion rate of $0.70 per
share. Any conversion of this debt into common stock is subject to adjustment
for stock splits, stock dividends, and recapitalization, and the underlying
shares will have piggy-back registration rights.

Additional terms of the Credit Agreement are as follows:

          -    We may  prepay the note at any time  prior to the  maturity  date
               without penalty.

          -    We may not use any proceeds from the loan to acquire any security
               registered pursuant to Section 12 of the Exchange Act.

          -    We may not enter into any  transaction  including  the  purchase,
               sale or exchange of property  or the  rendering  of any  services
               with an affiliate who beneficially owns,  directly or indirectly,
               20% or more of our outstanding common stock.

          -    We may not assign our rights and obligations  without the written
               consent  of SBI  Advisors  or Hong  Kong  Central  Credit  Union.
               However,   they  have  the  right  to  assign  their  rights  and
               obligations without our consent or approval.

          -    All parties  waived the right to a trial by jury for any cause of
               action arising from the Credit Agreement.

          -    We are obligated to pay the costs and other  expenses  related to
               the Credit Agreement and Securities Purchase Agreement, discussed
               below,  and pay the costs of any  transactions  related  to those
               agreements.

In the event we default on the Credit Agreement, the default interest increases
to a rate of 2.5% and the note is due and payable in full, without demand.
Default events include:


          -    failure to pay the note when due;

          -    breach of any covenant in the credit agreement;

          -    default  under  the  Securities   Purchase   Agreement  with  SBI
               Brightline X LLC or the termination of that agreement;

          -    creation of a lien upon our property or a  governmental  tax or a
               judgment lien is placed on our property;

          -    insolvency or dissolution; or

          -    a levy or writ of attachment or garnishment is issued against us.

Securities Purchase Agreement

In connection with our entering into the Credit Agreement, we also entered into
a Securities Purchase Agreement (the Purchase Agreement), dated December 24,
2004, with SBI Brightline X LLC (SBI Brightline), a newly formed Delaware
limited liability company located in Newport Beach, California. SBI Brightline
agreed to purchase up to 3,428,570 shares of IDI Global common stock at $0.70
per share. SBI Brightline agreed to purchase the common stock in eighteen
separate 200,000-share tranches at $140,000 each at any time commencing on the
date the registration statement covering the resale of the shares is declared
effective.

Pursuant to the terms of the Purchase Agreement, we also granted to SBI
Brightline a warrant to purchase an aggregate of 571,429 shares of common stock
at $0.70 per share. This warrant was exercisable on the date of grant and
expires four years after the effective date of a registration statement covering
the resale of the underlying shares.

                                       11

<PAGE>



This warrant has similar terms and conditions related to antidilution
protection, cashless exercise, blue sky registration or qualification and
registration rights as the warrant granted to SBI Advisors, discussed above.
Pursuant to the terms of the Purchase Agreement we granted an additional warrant
to purchase 571,429 shares of common stock to SBI Brightline at $0.70 per share.
This warrant shall be exercisable from and after the earlier of the date 60 days
after the first to occur of (i) the closing of the ninth tranche for the sale of
200,000 shares or (ii) termination by IDI Global of the Purchase Agreement and
it expires four years after the effective date of a registration statement
covering the resale of underlying shares. However, the exercise period will not
begin if the holder is deemed to be a beneficial owner of 9.8% of our
outstanding common stock. In that event, the exercise period will begin again
after the holder is no longer a beneficial owner of 9.8% of our outstanding
common stock. This warrant has similar terms and conditions related to
anti-dilution protection, cashless exercise, blue sky registration or
qualification and registration rights as the warrant granted to SBI Advisors,
discussed above.

Additional terms of the Securities Purchase Agreement are as follows:

          -    We may elect to sell a tranche  every five business day period by
               providing  written notice to SBI Brightline and SBI Brightline is
               obligated to purchase each tranche.

          -    We must sell the entire 200,000  shares of each tranche,  we must
               sell the  tranches in order and the first and second  tranche may
               be sold simultaneously to SBI Brightline.

          -    The number of shares and the purchase  price must be adjusted for
               stock splits or stock dividends.

          -    We must pay a fee to SBI USA equal to 10% of the  gross  proceeds
               of the  first  $1.75  million,  then  pay a fee  of 5%  for  each
               additional tranche purchase price.

          -    We must  use  100% of the  proceeds  from the  first  and  second
               tranche to repay the Credit Agreement, discussed above. After the
               second tranche we must use one-half of each tranche's proceeds to
               repay the Credit  Agreement.  Also,  we must use  one-half of the
               proceeds from the exercise of warrants granted under the Purchase
               Agreement to repay the Credit Agreement.

          -    Until our obligations are satisfied under the Purchase  Agreement
               and the Credit  Agreement,  we must permit SBI Brightline to have
               one non-voting  representative attend and observe each meeting of
               our  board  of  directors,  and we must pay the  expenses  of the
               representative to attend the meeting.

          -    We  shall  use  our  reasonable  commercial  efforts  to  cause a
               nominee,  if any,  selected by SBI  Brightline to be appointed to
               our board of directors.

          -    If SBI  Brightline  has not  assigned  the right to purchase  the
               shares,  it may reject a tranche if after the purchase it and its
               affiliates would exceed 9.8% of our outstanding common stock.

          -    If SBI  Brightline has assigned the right to purchase the shares,
               then the assignee and its  affiliates  may reject the purchase if
               after the purchase  he/she/it  would own 4.9% of our  outstanding
               common stock.

          -    SBI  Brightline  has agreed to comply  with all federal and state
               securities laws, comply with Regulation M, and for a period of 18
               months will not carry a short  position or  participate  in short
               selling activities in our common stock.

          -    The Purchase Agreement may be terminated by the parties if either
               defaults  under its terms or the  representations  and warranties
               provided in the agreement are not true and correct.

          -    SBI  Brightline  agreed to indemnify IDI Global if there were any
               material  inaccuracies in its  representations  and warranties in
               the agreement or failure to comply with covenants and agreements

                                       12

<PAGE>



          -    SBI Brightline may terminate the agreement in the event:

                    -    we issue common stock or stock  equivalents not already
                         obligated  at the time of the  agreement  at a purchase
                         price less than $0.70 per share without prior approval;

                    -    we pay a dividend without prior approval;

                    -    we default in  performance  of a material  covenant  or
                         agreement;

                    -    we  default  under the Credit  Agreement;  - closing of
                         final  tranche  is not  completed  on or before May 24,
                         2006;

                    -    we issue  shares  for  less  than  the  exercise  price
                         without approval; or

                    -    IDI has repaid the term Credit Agreement.

Registration Rights Agreement

As part of the Credit Agreement and Securities Purchase Agreement, we entered
into a Registration Rights Agreement, dated December 24, 2004, with SBI Advisors
and SBI Brightline. We agreed to register for resale the 525,000 shares of
common stock underlying the warrant granted to SBI Advisors, the 3,428,570
shares to be put to SBI Brightline and the 1,142,858 shares to be issued upon
exercise of the warrants granted to SBI Brightline. We also agreed to register
the resale of the 250,000 shares underlying the warrants issued to SBI USA. We
will pay the costs and expense of the registration of the shares and must
reimburse the Selling Stockholders up to a maximum of $10,000 for reasonable
expenses related to the preparation, execution and filing of any documents
required by the Exchange Act as a result of these transactions.

We agreed to file a  registration  statement  with the SEC no later then 30 days
following the date of the Registration  Rights Agreement,  which was January 23,
2005. We are  negotiating  with SBI  Brightline  and SBI Advisors to extend that
date.  We are  obligated  to use  reasonable  efforts to cause the  registration
statement to be declared  effective as soon as  practicable,  but not later than
April 1, 2005. If we fail to have the registration  statement declared effective
by the April 1, 2005, then we must issue  additional  shares of common stock and
grant  warrants to  purchase  additional  shares  equal to 1% of the number each
Selling Stockholder is entitled to under the agreements every 30 days after that
date. We are negotiating a new deadline for effectiveness.

Additional terms of the Registration Rights Agreement are as follows:

          -    We agreed to  prepare  and file  amendments  and  supplements  to
               maintain  effectiveness of the registration statement until - all
               the registered  shares have been  disposed,  - all the registered
               shares may be sold under Rule 144 without volume limitation, or -
               all the registered  shares may be sold without  restriction under
               the Securities Act.

          -    We agreed to take lawful  action to ensure that the  registration
               statement and related  prospectus,  at the time of  effectiveness
               and during the  registration  period,  does not contain an untrue
               statement  of  material  fact or omit to  state a  material  fact
               required to be stated or  necessary  to make the  statements  not
               misleading.

          -    We are  not  obligated  to  file a  post-effective  amendment  or
               supplement to the registration  statement or prospectus  during a
               black out  event.  A black out event will be  determined  in good
               faith by our chief  executive  officer  and  board of  directors.
               However, without the written consent of the Selling Stockholders,
               the black out period can not exceed 60 days.

          -    We must  register and qualify the  registered  shares under Ablue
               sky@ laws of any jurisdiction that a majority-in-interest  of the
               Selling Stockholders request.

          -    The Selling  Stockholders shall immediately  discontinue the sale
               of shares if we discover a material  misstatement  or omission of
               fact.

          -    In case of a  underwritten  offering,  the  Selling  Stockholders
               shall agree to publicly sell shares.

                                       13

<PAGE>



We have agreed to indemnify the Selling Stockholders from and against damages or
liabilities arising out of or based on an untrue statement in the registration
statement or omission to state a material fact necessary to make the statements
not misleading. However, we are not liable for indemnification if the Selling
Stockholder provided written information to us for preparation of the
registration statement which contained a misstatement of fact or failed to state
a material fact. Additionally, we are not liable for indemnification if the
Selling Stockholder received notice of, but used an outdated or defective
prospectus.

The Selling Stockholders and underwriter, if any, have agreed to indemnify the
company, its directors and officers damages or liabilities arising out of or
based on an untrue statement in the registration statement or omission to state
a material fact necessary to make the statements not misleading provided in
writing to the company by the Selling Stockholder or underwriter. However, the
Selling Stockholder or underwriter is liable only for the net proceeds paid to
the Selling Stockholder and underwriter and is not liable for legal or other
expense related to the investigation or defense of the action.

SBI USA Letter Agreement

On January 14, 2005, we granted a warrant to purchase 250,000 shares to SBI USA
LLC (SBI USA) in consideration for SBI Advisors and SBI Brightline not
exercising their legal right to re-price the Term Credit Agreement and
Securities Purchase Agreement when we agreed to sell additional shares and
warrants under an Asset Purchase Agreement, dated January 14, 2005, between IDI
Global and IDI Small Business, on the one hand, and Mentoring of America, LLC
and HG Marketing, Inc., on the other hand. This warrant is exerciseable at $0.70
per share for a period of four years commencing on January 14, 2007. We are
required to register the resale of the common stock underlying the warrant
pursuant to the Registration Rights Agreement described above.







                                       14

<PAGE>



                                  RISK FACTORS

      The short- and long-term success of IDI Global is subject to certain
risks, many of which are substantial in nature and outside the control of IDI
Global. You should consider carefully the following risk factors, in addition to
other information contained herein. All forward-looking statements contained
herein are deemed by IDI Global to be covered by and to qualify for the safe
harbor protection provided by Section 21E of the Private Securities Litigation
Reform Act of 1995. When used in this report, words such as "believes,"
"expects," "intends," "plans," "anticipates," "estimates," and similar
expressions are intended to identify forward-looking statements, although there
may be certain forward-looking statements not accompanied by such expressions.
You should understand that several factors govern whether any forward-looking
statement contained herein will or can be achieved. Any one of those factors
could cause actual results to differ materially from those projected herein.
These forward-looking statements include plans and objectives of management for
future operations, including the strategies, plans and objectives relating to
the products and the future economic performance of IDI Global and its
subsidiaries discussed above. In light of the significant uncertainties inherent
in the forward-looking statements included herein, the inclusion of any such
statement should not be regarded as a representation by IDI Global or any other
person that the objectives or plans of IDI Global will be achieved.

RISKS RELATED TO OUR BUSINESS

      Our common stock is considered a penny stock. Penny stocks are subject to
      special regulations, which may make them more difficult to trade on the
      open market.

Securities in the OTC market are generally more difficult to trade than those on
the Nasdaq National Market, the Nasdaq SmallCap Market, or the major stock
exchanges. In addition, accurate price quotations are also more difficult to
obtain. The trading market for our common stock is subject to special
regulations governing the sale of penny stock.

A "penny stock" is defined by regulations of the Securities and Exchange
Commission as an equity security with a market price of less than $5.00 per
share. However, an equity security with a market price under $5.00 will not be
considered a penny stock if it fits within any of the following exceptions:

          -    the equity security is listed on Nasdaq or a national  securities
               exchange;

          -    the  issuer  of  the  equity  security  has  been  in  continuous
               operation  for less than  three  years,  and  either  has (a) net
               tangible  assets of at least  $5,000,000,  or (b) average  annual
               revenue of at least $6,000,000; or

          -    the  issuer  of  the  equity  security  has  been  in  continuous
               operation for more than three years,  and has net tangible assets
               of at least $2,000,000.

If you buy or sell a penny stock, these regulations require that you receive,
prior to the transaction, a disclosure explaining the penny stock market and
associated risks. Furthermore, trading in our common stock would be subject to
Rule 15g-9 of the Exchange Act, which relates to non-Nasdaq and non-exchange
listed securities. Under this rule, broker-dealers who recommend our securities
to persons other than established customers and accredited investors must make a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale. Securities are
exempt from this rule if their market price is at least $5.00 per share.

Penny stock regulations will tend to reduce market liquidity of our common stock
because they limit the broker- dealers' ability to trade and a purchaser's
ability to sell the stock in the secondary market. The low price of our common
stock will have a negative effect on the amount and percentage of transaction
costs paid by individual shareholders. The low price of our common stock may
also limit our ability to raise additional capital by issuing additional shares.
There are several reasons for these effects. First, the internal policies of
many institutional investors prohibit the purchase of low-priced stocks. Second,
many brokerage houses do not permit low-priced stocks to be used as collateral
for margin accounts or to be purchased on margin. Third, some brokerage house
policies and practices tend to discourage individual brokers from dealing in
low-priced stocks. Finally, broker's

                                       15

<PAGE>



commissions on low-priced stocks usually represent a higher percentage of the
stock price than commissions on higher priced stocks. As a result, our
shareholders will pay transaction costs that are a higher percentage of their
total share value than they would if our share price were substantially higher.

      We have not paid cash or stock dividends on our common stock, which may
      discourage potential investors from purchasing our shares.

Potential investors should not anticipate receiving dividends from our common
stock. We intend to retain future earnings to finance our growth and development
and do not plan to pay cash or stock dividends. Also, in our agreements with the
Selling Stockholders, we have agreed not to issue a stock or cash dividend until
the terms and conditions of the agreements with the Selling Stockholders have
been satisfied. The lack of dividend potential may discourage potential
investors from purchasing our common stock.

      We may need to raise additional external capital, and there can be no
      guarantee that we will be able to raise necessary capital.

Based on our current growth plan, we believe that we may require up to at least
$1 million in additional financing within the next twelve months to remain
competitive in our markets. In late December 2004, we borrowed $1.75 million.
However, we believe we will need additional funding. Our future success will
depend upon our ability to access equity capital markets or to borrow on terms
that are financially advantageous to us. However, we have agreed to limit our
sale of common stock or borrowing until we have repaid the $1.75 million under
the Credit Agreement. If we are unable to obtain funds on acceptable terms, we
could be forced to delay or abandon some of our business plans. Additionally, we
may not have sufficient working capital to develop products, finance
acquisitions, or pursue business opportunities. The lack of sufficient working
capital could have a material adverse impact on our business operations.

      We are subject to intense competition from large and small companies,
      which limits our ability to obtain market share.
We face substantial competition in the overall Internet software market, as well
as in the web site building market, our two principal markets. We expect
competition to continue, increase, and intensify in the future as the markets
for our products and services continue to develop and as additional competitors
enter our market. Our success in obtaining an increased market share will depend
on our ability to build name-brand recognition and to provide cost- effective
products and services to our customers. In addition, many of our current or
potential competitors have broad distribution channels that they may use to
bundle competing products directly to end-users or purchasers. If these
competitors bundle competing products for their customers, it could adversely
affect our ability to obtain market share and could force our prices down.

      We are dependent upon our relationships with merchant and banking third
      parties, and any disruption of these relationships could cause us to lose
      customers and could have a negative impact on our business.

We are dependent upon certain merchant and banking relationships, as well as
strategic relationships with third parties who provide payment processing to all
our customers. Failure of these financial institutions and third parties to
continue to provide these services in a satisfactory way to our customers could
result in a loss of customers. If these financial institutions and third parties
do not continue to provide services to our customers, we may not be able to find
other third party service providers to replace them in the short term, which
could cause our customers to terminate their agreements with us and move their
business to our competitors.

      Our sales may suffer if we lose certain referral sources.

In prior years, we have historically obtained approximately 90% of our customer
referrals from outside sources. With the acquisition of Chief Financial and
Professional Consulting Services in January 2004, we began trending



                                       16

<PAGE>



towards reliance on our internal sources for approximately 50% of our referrals.
With the acquisition of the assets of HG Marketing, Inc., in January 2005, we
have reduced our reliance even further on external referrals and anticipate
trending towards reliance on our internal sources for approximately 70% of our
referrals. These external and internal referral sources have been cyclical in
volume and quality over the past years with typical lows in late spring and late
fall. While we do not believe that our existing external sources are
irreplaceable, the loss of the external referral sources or decline in quality
or volume of our internally generated referrals could have a material adverse
effect on our revenues in the short term. We are in the process of limiting our
reliance upon external sources for customer referrals; however, we anticipate
that referrals will be generated by these sources for the foreseeable future.
Any disruption in the referrals could have a material adverse impact on our
business.

      We rely on co-marketing alliances to generate clients, end-users, and
      revenue, and these agreements could hinder us from directly contacting
      potential clients in certain industries.

We have key co-marketing arrangements with strategic partners to make use of
their industry and marketing expertise. Some of these arrangements may provide
or allow co-marketing partners some exclusive rights to co- market our services
in a particular industry, which will limit our right to contact potential
clients in that industry. Additionally, if a co-marketing relationship is
terminated, we may be unable to replace that relationship with other alliances
that have comparable customer bases and user demographics. This limitation may
affect our revenues because we expect that revenues generated from the sale of
our products and services through these strategic co- marketing arrangements to
account for a significant portion of our revenues for the foreseeable future.
However, there can be no assurance that these arrangements will be successful in
generating meaningful revenue.

      The loss of one or more major clients who determine to not renew their
      ARRAY product agreements could have an adverse material effect on our
      financial condition.

Internet Development is an Internet application service provider offering both
dial-up and broadband services in the United States. Internet Development
designs, develops, and markets software applications for large organizations and
small businesses to exploit the full capabilities of the Internet, including
communications, marketing, information management, and e-commerce. Its principal
products include ARRAY and Quicksite Builder. The ARRAY technology enables large
organizations to deploy, integrate, and interact with a network of e-commerce-
enabled affiliate web sites, while maintaining a consistent, unified brand image
for the organization as a whole. Quicksite Builder allows a user to quickly, and
without programming knowledge, build a functional, e-commerce enabled website.

If a major client decides to use a competitor's website system or to develop and
maintain its own system in-house, then our revenues will be reduced. For
example, we received formal notification in February 2004 that Tupperware would
proceed on a course to develop a proprietary in-house web site solution, and
this resulted in loss of income from Tupperware in October 2004. If we are
unable to replace these accounts with new clients, our business and ability to
operate could be materially impacted.

      We may experience software defects that may damage customer relations.

Despite rigorous testing, our software may nevertheless contain undetected bugs
or errors, or experience failures when introduced or when the volume of services
provided increases. Any material errors could damage the reputation of our
service or software, as well as damage our customer relations. We have detected
errors, defects, and bugs in the past and have corrected them as quickly as
possible. Correcting any defects or bugs we may discover in the future may
require us to make significant expenditures of capital and other resources. We
believe that we follow industry-standard practices relating to the
identification and resolution of errors, defects, or bugs encountered in the
development of new software and in the enhancement of existing features in our
products. As of this date, we have not experienced any material adverse effect
by reason of an error, defect, or bug. Nevertheless, there can be no guarantee
that our products will operate without defects or bugs or that we will be able
to correct them.



                                       17

<PAGE>



      We depend upon our proprietary rights, none of which can be completely
      safeguarded against infringement.

We rely upon trade secrets with respect to our source code and functionalities
and other non-patented proprietary information in our product development
activities. We seek to protect trade secrets and proprietary knowledge in part
through confidentiality agreements with our employees, resellers, and
collaborators. These agreements may not effectively prevent disclosure of our
confidential information and may not provide us with an adequate remedy in the
event of unauthorized disclosure of this information.

In addition, if employees or collaborators develop products independently that
may be applicable to our products under development, then disputes may arise
about ownership of proprietary rights to those products or services. Protracted
and costly litigation could be necessary to enforce and determine the scope of
our proprietary rights. There can be no guarantee that any such litigation would
be successful.

      We may experience breakdowns in our hosting services, infrastructure, or
      payment processing systems, which may expose us to liabilities and cause
      customers to abandon our products and services.

If our system infrastructures break down or are otherwise interrupted due to
events we cannot control, we would be unable to deliver our payment processing
services or hosting services. Events that could cause system interruptions
include:

      -    fire,
      -    earthquake,
      -    power loss,
      -    terrorist attacks,
      -    telecommunications failure,
      -    unauthorized entry or ther events,
      -    computer viruses,
      -    hackers or rogue employees, and
      -    theft.

Although we regularly back up data from operations, and take other measures to
protect against loss of information, there remains some risk of these losses.
Any system interruptions or other problem of this nature could result in
significant liability to customers or financial institutions and also could
deter potential customers from using our services. We attempt to limit this sort
of liability through back-up systems, contractual provisions, insurance coverage
and other security measures. However, there can be no assurance that these
contractual limitations on liability would be enforceable, or that our insurance
coverage would be adequate to cover any liabilities we might sustain.

Also, breaches of our e-commerce security measures could reduce demand for our
services. The e-commerce industry is intensely focused on the need for Internet
security, particularly with respect to the transmission and storage of
confidential personal and financial data. Any compromise or elimination of our
security could erode customer confidence in our systems and could result in
lower demand for our services or possible litigation.

      The marketing approach of Chief Financial and IDI Small Business, two of
      our subsidiaries, is impacted by recent federal regulations which could
      require these subsidiaries to locate new sources of sales leads.

The Federal Trade Commission and Federal Communications Commission establish
direct marketing regulations which govern how direct marketing companies perform
their marketing activities. Promotion and advertising groups which supply
customer information to our subsidiaries, Chief Financial and IDI Small
Business, are required to comply with SPAM legislation. Chief Financial and IDI
Small Business rely, in part, on companies that provide and



                                       18

<PAGE>



generate qualified sales leads, and many of these companies are subject to SPAM
legislation. In the event that a company that provides sales leads to our
subsidiaries violates the SPAM legislation, our subsidiaries likely would have
to find another source of leads to replace those lost.

In addition, Cardholder Information Security Policy requirements, which will
take effect March 1, 2005, add complexity and cost to the merchant account
process. These requirements are measures designed to provide greater security to
credit card holders. Major credit card companies and regulatory and legislative
bodies imposed these measures to protect and safeguard confidential cardholder
information contained in databases such as those maintained by our subsidiaries,
Chief Financial and IDI Small Business. Further regulation in this area could
cause processing delays or disruptions that could be damaging to our business.
Alternatively, additional regulations could further restrict our operations,
effectively curtailing or eliminating the marketing approach of these
subsidiaries.

      The loss of any one contract for Sports Media could adversely affect
      revenues because sales cycles are long and each contract is significant.

Each Sports Media contract represents a significant portion of Sports Media's
revenue and earnings, but the number of contracts serviced each year is small.
Once an agreement is finalized, there are minimal risks of the agreements being
rescinded. However, the sales cycle is long and replacement of revenue from a
failed agreement requires a significant amount of time. The loss of any Sports
Medic contract could have a material adverse impact on our business.

      Attrition within our contact center may reduce our productivity and
profitability.

Attrition of key sales floor managers and leaders can quickly reduce the
productivity of a contact center. Significant time would be needed to reorganize
the sales floor for new leadership and expectations. While we did not experience
unusually high levels of attrition in 2004, attrition at high levels in the
future is a serious threat to long- term stability of our operations. In
addition to attrition, we also face potential litigation from other call center
floors, as marketers often sign non-compete agreements, and fail to disclose
this information at time of hire. The existence of such non-compete agreements,
if enforceable, could result in the loss of employees of these centers.

      We depend on key employees who may leave at any time.

Our business, and specifically that of Sports Media, is dependent upon
relationships that our key employees have formed. We have not entered into any
contracts with these employees and they may leave us at anytime. Also, if the
key employee's important relationships with production firms and advertisers
does degrade or changes occur in associations, then our revenues will be
adversely affected.

      Economic downturns may lead to a reduction in the marketing activities of
      our clients, which could result in decreased revenues.

As economic downturns begin, marketing dollars are often the first budgets to be
cut. Despite informal agreements and strong relationship-based opportunities,
when marketing dollars are reduced, then marketing budgets are curtailed.
Because such a large part of our business is based on marketing, any reduction
in the marketing budgets of our customers or clients could have a material
adverse impact on our business.

RISKS RELATED TO OUR INDUSTRY

      Our industry is characterized by technological change, and for us to
      remain competitive, we must rely on research and development projects
      which could increase costs and which could be unsuccessful.

The e-commerce, web hosting, and merchant processing markets in which we compete
are characterized by



                                       19

<PAGE>



technological change, new product introductions, evolving industry standards,
and changing customer needs. To remain competitive, we may be required to engage
in a number of research and development projects, which carry the risks
associated with any research and development effort, including cost overruns,
delays in delivery, and performance problems. In our core Internet-based
services, these risks are even more acute. These projects could result in
increased research and development costs in excess of historical levels and the
loss of revenues, or we could lose customers if our new products and services do
not perform as intended or are not acceptable in the marketplace.

Any delay in the delivery of new products or services could render our products
and services less desirable to our customers, or possibly even obsolete. In
addition, the products and services we deliver to the small business market are
designed to process critical transactions, including key reports and other
information associated with those transactions, all at very high volumes and
processing speeds. Any performance problems that arise with a new product or
service could result in significant processing or reporting errors and the loss
of customers.

      If competitive practices prevent our passing along increased fees to our
      merchant customers in the future, we would have to absorb a portion of
      these increases which would increase our operating costs and reduce our
      profit margin.


From time to time, VISA and MasterCard increase the fees that they charge
processors. If this occurs, we may attempt to pass these fee increases along to
our merchant customers, but doing so could result in the loss of those customers
to our competitors who do not pass along the increases. Our revenues from
merchant account processing are dependent upon our continued merchant
relationships, which are highly sensitive and can be canceled if customer
charge-backs escalate and generate concern over whether we have held back
sufficient funds in reserve accounts to cover these charge-backs. Cancellation
by our merchant providers most likely would result in the loss of new customers
and lead to a reduction in our revenues.

      There may be additional unknown risks which could have a negative effect
on us and our business.

The risks and uncertainties described in this section are not the only ones
facing us. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial may also impair our business operations. If any of
the foregoing risks actually occur, our business, financial condition, or
results of operations could be materially adversely affected. In such case, the
trading price of our common stock could decline.

ITEM 2.    DESCRIPTION OF PROPERTY

Our operations are headquartered in a new 12,685 square foot facility located in
the Stratford Park business complex in Orem, Utah. Internet Development entered
into a lease agreement with Stratford Park, LC on November 3,2000 . The lease
provides for a five-year term, which commenced on December 1, 2000, and expires
on November 31, 2005, and requires a monthly rent of approximately $14,635. The
lease may be terminated by the landlord in the case of damage or destruction of
the property by fire, subject to listed conditions in the lease, with written
notice within 30 days of the casualty. The lease also may be terminated by the
landlord if we fail to pay rent, make a material false statement in connection
with the negotiation of the lease, abandon or vacate the property, fail to abide
by the terms and covenants of the lease, or if we declare bankruptcy.

Our subsidiaries also lease office space in Ft. Worth,  Texas, St. George,  Utah
and Salt Lake City, Utah.

ITEM 3.         LEGAL PROCEEDINGS

In March 2005, two former employees, Ryan Romero and Jeremy Hall, filed suit
against IDI Global in the 4th Judicial District Court, Provo Department, State
of Utah (Civil No. 050400572). The suit alleges that Romero and Hall are
entitled to options that were allegedly promised to them in connection with the
termination of their



                                       20

<PAGE>



employment. Our answer is due on or before April 6, 2005. We deny these
allegations, and intend to defend vigorously against this suit.

On June 24, 2004, Independent Marketing, Inc. filed a lawsuit in the Third
District Court for Salt Lake County, State of Utah, against Internet
Development, Inc. The allegations in the suit relate to the alleged hiring of
three employees who were bound by a non-competition agreement with Independent
Marketing, Inc. However, we believe the three employees were not hired by
Internet Development, Inc., and intend to vigorously defend this suit.

On April 1, 2004 Ascendiant Capital Group, LLC, filed a complaint against IDI
Global in the Superior Court of the State of California for the County of Orange
- Central Justice Center. The complaint alleges that IDI Global breached a
consulting agreement with Ascendiant Capital Group, and that Ascendiant Capital
Group is entitled to damages in excess of $25,000. We intend to defend against
the claims, and on May 11, 2004, we filed a cross- complaint alleging breach of
contract by Ascendiant Capital Group. This case has been stayed pending the
outcome of the Mercator litigation discussed below.
On March 12, 2004 Mercator Momentum Fund, L.P. and Mercator Momemtum Fund III,
both California limited partnerships, and Mercator Advisory Group, L.L.C., a
California limited liability company, filed a complaint against IDI Global, Inc.
in the Superior Court of the State of California for the County of Los Angeles.
The complaint alleges that IDI Global breached a Securities Purchase Agreement
by refusing to accept $3,500,000 in consideration for promissory notes in the
amount $3,500,000 with 3.5% interest, warrants to purchase 1,312,500 shares of
IDI Global common stock at an exercise price of $1.20, a $175,000 due diligence
fee, and failure to register the shares of common stock. We intend to defend
against the claims, but due to the fact that we were recently served with the
complaint, we have not identified all defenses we may have to these claims.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We did not submit any matter to a vote of our shareholders during the fourth
quarter of the 2004 fiscal year.

                                     PART II

ITEM 5.    MARKET PRICE FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF SECURITIES

Market Information

Our common stock is listed on the NASD OTC Bulletin Board under the symbol
"IDIB." The following table presents the range of the high and low bid of our
stock for each quarter for the past two years as reported by the OTC Bulletin
Board Historical Data Service. Such quotations represent prices between dealers
and may not include retail markups, markdowns, or commissions and may not
necessarily represent actual transactions.

                Year       Quarter Ended          High Bid        Low Bid

                2003      March 31                  $0.45           $0.20
                          June 30                   $1.47           $0.17
                          September 30              $2.09           $1.15
                          December 31               $1.91           $1.35

                2004      March 31                  $2.25           $1.26
                          June 30                   $2.19           $1.30
                          September 30              $1.57           $0.60
                          December 31               $0.90           $0.44




                                       21

<PAGE>



Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and
Exchange Act, commonly referred to as the "penny stock" rule. The rule defines
penny stock to be any equity security that has a market price less than $5.00
per share, subject to certain exceptions. The rule provides that any equity
security is considered to be a penny stock unless that security is:

          -    registered and traded on a national  securities  exchange meeting
               specified criteria set by the SEC;

          -    authorized for quotation from the NASDAQ stock market;

          -    issued by a registered investment company; or

          -    excluded  from the  definition  on the  basis of price  (at least
               $5.00 per share) or the issuer's net tangible assets.

If our shares are deemed to be a penny stock, trading in the shares will be
subject to additional sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors. Accredited investors, in general, include certain institutional
investors and individuals with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of our securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, the rules
require the delivery, prior to the first transaction, of a risk disclosure
document relating to the penny stock. A broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative,
and current quotations for the security. Finally, monthly statements must be
sent to the purchaser disclosing recent price information for the penny stocks.
Consequently, these rules may restrict the ability of broker-dealers to trade or
maintain a market in our common stock and may affect the ability of shareholders
to sell their shares.

Holders

As of March 30, 2005, we had approximately 106 stockholders of record.

Dividends

We have not paid cash or stock dividends and have no present plan to pay any
dividends. Instead, we intend to retain any earnings to finance the operation
and expansion of our business.

Recent Sales of Unregistered Securities

The following discussion describes all securities sold by us during the past two
fiscal years without registration.

On January 14, 2005, IDI Global and IDI Small Business entered into an Asset
Purchase Agreement with Mentoring of America, a Utah limited liability company,
and HG Marketing, Inc., a Nevada corporation. Pursuant to the agreement, IDI
Small Business acquired the sales and marketing assets of HG Marketing. IDI
Small Business granted warrants to purchase up to 2,500,000 shares of IDI Global
common stock and agreed to issue and place 4,356,436 shares of IDI Global common
stock into an escrow. The warrants become exercisable between 2008 and 2012 at
exercise prices that escalate annually from $0.80 to $1.80. The 4,356,436 shares
of IDI Global common stock held in escrow will be released to Mentoring of
America based upon performance of the sales and marketing operation over the
first two years of operations. We relied on an exemption from the registration
requirements of the Securities Act for a private transaction not involving a
public distribution provided by Section 4(2) under the Securities Act.

On January 14, 2005, we granted a warrant to purchase 250,000 shares to SBI USA
LLC (ASBI USA@) in consideration for SBI Advisors and SBI Brightline not
exercising their legal right to re-price the Term Credit Agreement and
Securities Purchase Agreement when we agreed to sell additional shares and
warrants under an Asset



                                       22

<PAGE>



Purchase Agreement, dated January 14, 2005, between IDI Global and IDI Small
Business, on the one hand, and Mentoring of America, LLC and HG Marketing, Inc.,
on the other hand. This warrant is exerciseable at $0.70 per share for a period
of four years commencing on January 14, 2007. We relied on an exemption from the
registration requirements of the Securities Act for a private transaction not
involving a public distribution provided by Section 4(2) under the Securities
Act.


On December 24, 2004, pursuant to the Securities Purchase Agreement we have
agreed to issue up to 3,428,570 shares of IDI Global common stock at $0.70 per
share to SBI Brightline X LLC, granted a warrant to purchase an aggregate of
571,429 shares of common stock at $0.70 per share, and agreed to grant an
additional warrant to purchase 571,429 shares of common stock at $0.70 per
share. We relied on an exemption from the registration requirements of the
Securities Act for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.

On December 24, 2004, pursuant to the Term Credit Agreement we granted a warrant
to SBI Advisors LLC to purchase 525,000 shares of common stock at $0.70 per
share. We relied on an exemption from the registration requirements of the
Securities Act for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.

On December 21, 2004, we converted loans and interest totaling $1,295,182 at
$0.50 a share to 2,588,364 shares of common stock. We issued 800,000 shares each
to Compass Equity Partners, Empire Fund Managers and Liberty Partners, and
issued 188,364 shares to First Equity Holdings. We relied on an exemption from
the registration requirements of the Securities Act for a private transaction
not involving a public distribution provided by Section 4(2) under the
Securities Act.

On September 28, 2004, we issued 150,000 shares as part of the settlement of a
law suit brought by Gary Winterton. We relied on an exemption from the
registration requirements provided by Section 3(10) of the Securities Act.

On January 16, 2004, our board of directors authorized the issuance of an
aggregate of 1,000,000 common shares to acquire Chief Financial, Inc. and its
subsidiary, Professional Consulting Services. Our board of directors authorized
the issuance of 250,000 shares each to Randy J. Lang and Christopher C. Matthews
in exchange for 100% of the outstanding shares of Professional Consulting
Services. Our board of directors authorized the issuance of 500,000 shares to an
escrow account for the benefit of Chris Flores, the President of Chief
Financial, Inc. to be issued at a later date. We relied on an exemption from the
registration requirements of the Securities Act for a private transaction not
involving a public distribution provided by Section 4(2) under the Securities
Act.

On October 3, 2003, our board of directors authorized the issuance of an
aggregate of 954,600 shares of common stock to the seventeen shareholders of
Integrated Communication System, Inc. in consideration for 100% of that
company's issued and outstanding common stock. Our board of directors also
authorized the grant of warrants to purchase 378,450 shares at $1.70 and the
warrants have a one year term. We relied on an exemption from the registration
requirements of the Securities Act for a private transaction not involving a
public distribution provided by Section 4(2) under the Securities Act.

On September 30, 2003, our board of directors authorized the issuance of 583,333
shares of common stock to David Cattar for $875,000. We relied on an exemption
from the registration requirements of the Securities Act for a private
transaction not involving a public distribution provided by Section 4(2) under
the Securities Act.

On July 31, 2003, our board of directors authorized the issuance of an aggregate
of 1,365,000 common shares to convert a promissory note held by CasePak, Inc.
The amount due under the note was $273,000. We relied on an exemption from the
registration requirements of the Securities Act for a private transaction not
involving a public distribution provided by Section 4(2) under the Securities
Act.




                                       23

<PAGE>



On March 3, 2003, our board of directors authorized the sale of 125,000 common
shares to Parker Holdings, L.L.C. for $75,000. We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) of the Securities Act.

In connection with this issuance of our securities, we believe that each
purchaser:

          -    was  aware  that the  securities  had not been  registered  under
               federal securities laws;

          -    acquired the  securities  for his/its own account for  investment
               purposes and not with a view to or for resale in connection  with
               any distribution for purposes of the federal securities laws;

          -    understood that the securities would need to be indefinitely held
               unless registered or an exemption from registration  applied to a
               proposed disposition; and

          -    was aware that the certificate  representing the securities would
               bear a legend restricting their transfer.


Issuer Purchase of Securities

None.



ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS

Executive Overview

IDI Global,  Inc.,  is a holding  company with four wholly  owned  subsidiaries:
Internet Development, Inc. (Internet Development),  Chief Financial, Inc. (Chief
Financial),  IDI Small  Business,  Inc. (IDI Small  Business),  and Sports Media
International, Inc.(Sports Media).

Internet Development is an Internet application service provider offering both
dial-up and broadband services in the United States. Internet Development
designs, develops, and markets software applications for large organizations and
small businesses to exploit the full capabilities of the Internet, including
communications, marketing, information management, and e-commerce. Its principal
products include ARRAY and Quicksite Builder. ARRAY enables large organizations
to deploy, integrate, and interact with a network of e-commerce- enabled
affiliate web sites, while maintaining a consistent, unified brand image for the
organization as a whole. Quicksite Builder allows a user to quickly, and without
programming knowledge, build a functional, e-commerce enabled website.

Chief Financial is a marketing firm which markets goods and services to the
small office and home office market. Chief Financial offers education, training,
and Internet Development's software to customers setting up their businesses
online. Chief Financial provides these products and services through its wholly
owned subsidiary, Professional Consulting Services (Professional Consulting).
Since our acquisition of Chief Financial and Professional Consulting in January
2004, we have experienced increases in our consolidated revenues from these
subsidiaries' direct sales and marketing operations. However, direct sales
operations are highly regulated and increase the potential risk of regulatory
actions against these subsidiaries.

IDI Small Business was incorporated in January 2005 as IDI Global's wholly owned
subsidiary. It was established to house and manage specific divisions of our
direct marketing operations located in St. George, Utah. It currently has one
wholly owned subsidiary, HG Marketing, but we intend to combine HG Marketing's
operations with those of Professional Consulting. By separating our direct
marketing divisions into IDI Small Business, we will be better able to manage,
control, account and report on our direct marketing efforts.

Sports Media operates as a sports advertising and marketing company. It is
primarily engaged in the business of selling advertising and marketing programs
for media companies, and has signed a preferred partnership agreement



                                       24

<PAGE>



with ESPN Radio Sports Marketing and ABC Radio Sales. The purpose of the
preferred partnership agreement is to combine the efforts of these three
companies in order to leverage sports marketing brands, media and promotional
value for client campaigns. In October 2004, Sports Media extended its product
mix into the NASCAR market when it signed a sports marketing and representation
agreement with Todd Szegedy, a NASCAR driver.

During 2003 and 2004, we have expanded our business through strategic
partnerships and acquisitions. Internet Development also implemented a new
business model, the ARRAY Express program. This program allows new clients to
incorporate the ARRAY technology into its monthly auto-ship package or other
similar program, at a reduced initial development cost to corporate, as well as
a reduced cost to the end user, and encourages the client to market the product
aggressively to its organization and user base. Management anticipates that this
model will alleviate the cost barriers and marketing challenges that potential
new clients face in making a decision to use the ARRAY system. Through March
2005, more than a half dozen clients had signed agreements to use the Array
technology since the Array Express model was introduced.

Additionally, in October 2003, we diversified our revenue sources with the
acquisition of Integrated Communication Systems, which became Sports Media.

In early 2004, we acquired a marketing and sales force that expanded the
distribution of Internet Development's products when we acquired Chief
Financial. We continued to increase our client base with direct sales
corporations. We reinvested our positive cash flow in the first half of 2004, in
a new center in Salt Lake City, Utah, that expanded our sales and marketing. At
the end of 2004 we converted $1.3 million in debt into shares of our common
stock. The conversion provided us with a twelve-month option to repurchase the
shares at the conversion price at our discretion. In early 2005 we obtained
additional financing to fund the acquisition of HG Marketing, which will expand
our call center operations in St. George, Utah.

For the year ended December 31, 2004, we recorded total revenues on a
consolidated basis of $27,718,252, compared to total revenues of $13,328,949 for
the year ended December 31, 2003. We recorded net income (loss) of $(775,705)
for 2004 compared to net income of $301,083 for 2003. The increased revenues for
2004 were primarily the result of investments in Internet Development's Salt
Lake City, Utah, operations during the second quarter of 2004. We added hardware
and software tools and equipment to help these operations grow and run more
efficiently. As a result, we realized increased consolidated revenues primarily
from the small business/home office market.

During 2004, Internet Development also introduced innovative programs that
provided multiple revenue streams from our marketing efforts in these centers.
Introduction of a new business partner, NeWave, Inc and its cooperation in
developing a program where initial sales revenue is augmented by recurring
monthly re-bill revenues have created a growing base of revenue. These
innovations and partnerships have allowed the Salt Lake City and Orem, Utah
facilities to grow rapidly and become self-sustaining and profitable. In
November 2004, we made investments in Chief Financial and Professional
Consulting to streamline their operations to increase profitability.

During 2003, the general economy was sluggish, with unemployment relatively
high. This economic situation has helped our business because generally when the
economy suffers and unemployment is relatively high, individuals turn to small
office and home office opportunities to replace or augment income. However, the
sluggish economy reduced available marketing dollars and adversely affected
Sports Media in 2003.

Our challenges include increased competition within the direct sales industry,
both from vendors like ourselves, as well as from companies determining to
fulfill their web site needs internally and not use outside providers. These two
trends combine to produce an increasingly competitive and challenging
environment for our ARRAY product within the direct sales arena. The demands on
our resources to continue to fulfill orders and service current and new clients
may be significant as sales increase.

Management may investigate additional acquisitions in order to acquire new
technology. We cannot predict the manner in which we may complete future
acquisitions, and management will determine the method used based upon



                                       25

<PAGE>



our review of the situation and our relative negotiating strength. Possible
methods may include, but are not limited to, leases, purchase and sale
agreements, licenses, joint ventures and other contractual arrangements. We may
act directly or indirectly through an interest in a partnership, corporation or
other forms of organization. We may also choose to acquire a business
opportunity through the issuance of common stock or other securities, if
possible.

LIQUIDITY AND CAPITAL RESOURCES

We are currently able to support our recurring day-to-day cash operating
expenses with recurring cash inflows and existing cash balances. However, we are
unable to satisfy our total current liabilities with cash on hand. Also, we are
dependent on the efforts of our subsidiaries and other third parties to increase
sales and, thus, increase our cash balances.

Our revenues are primarily from product sales, Internet applications, and
web-site hosting and training services. Our monthly cash outflow is primarily
related to cost of sales and general and administrative expenses. Net cash
provided by operations for the 2004 twelve-month period was $(121, 621),
compared to net cash used by operating activities of $615,245 for the 2003
twelve-month period. Net cashed provided by operations for the 2003 year was
$615,245 compared to $270,132 for the 2002 year.


During 2003, we took steps to reduce our monthly burn rate and to become cash
flow positive, but we believe we may need an additional $1 million in the next
twelve months to continue to keep up with technological improvements and further
our business development strategies. We operate in a competitive industry in
which large amounts of capital are required in order to continually develop and
promote products. We believe we will need to continue to raise additional
capital, both internally and externally, in order to successfully compete in the
long term.

Net cash used by investing activities was $(1,171,270) for year ended December
31, 2003, compared to $(541,413) for the year ended December 31, 2004. Our
investing activities in 2004 included payments of notes receivable, payment for
the acquisition of Chief Financial, advances to New Connexions, a related party,
and the purchase of software and equipment.

In January 2003, we sold the marketing rights for a business marketing model
valued at $151,200 to New Connexions, Inc. for a 10% ownership interest in that
company. During 2003, we agreed to fund the development of New Connexions'
business and we initially advanced funds of $953,038 to New Connexions for this
development. The advance was non-interest bearing and is expected to be recouped
over the next four to five years. We received revenues from sources developed by
New Connexions, but have not received any payments on the advance. We also have
an option to purchase the remaining 90% interest in New Connexions.

For 2003, net cash used by investing activities was $1,171,270 compared to
$41,800 for 2002. Investing activities in 2003 were primarily advances to New
Connexions and the 2002 investments were primarily related to the purchase of
software and equipment.

Financing

For the year ended December 31, 2004, net cash provided by financing activities
was $1,800,272 compared to net cash provided by financing activities of
$1,184,267 for the year ended December 31, 2003. Proceeds from notes payable and
stock issuances were the sources of the financing activities for 2004 and 2003.
We used the proceeds from our financing activities to fund our operations.

For 2003, net cash provided by financing activities was $1,184,267 compared to
net cash provided by financing activities of $286,607 for 2002. Proceeds from
stock issuances were 82.5% of the financing activities for 2003, and 2002
financing was primarily proceeds from notes payable.




                                       26

<PAGE>



On December 24, 2004, we entered into a Term Credit Agreement (the Credit
Agreement) with Hong Kong League Central Credit Union and SBI Advisors, LLC (SBI
Advisors). Under this Credit Agreement, we received a loan in the principal
amount of $1,750,000 and will pay interest of 2.0% per month. The loan is
payable in full by May 24, 2005, or if we elect to extend the term of repayment,
by November 23, 2005. The Credit Agreement is described in more detail under
Recent Developments below.

In connection with the Credit Agreement, we entered into a Securities Purchase
Agreement (the Purchase Agreement) with SBI Brightline X LLC (SBI Brightline).
Under the Purchase Agreement, we may sell up to 3,428,570 shares of IDI Global
common stock at $0.70 per share to SBI Brightline. We may put eighteen separate
200,000-share tranches to SBI Brightline, which it must purchase at $140,000
each. The potential proceeds to us from this Purchase Agreement could be as much
as $2.4 million, less fees.

However, we agreed to use 100% of the proceeds from the first and second tranche
to repay the Credit Agreement. After the second tranche we agreed to use
one-half of the proceeds of each tranche to repay the outstanding balance under
the Credit Agreement. The Purchase Agreement is described in more detail under
Recent Development below.

As part of these transactions, we granted SBI Advisors, the agent for Hong Kong
League Central Credit Union, a warrant to purchase 525,000 shares of common
stock at an exercise price of $0.70 per share with a term that expires four
years from the initial effective date of the applicable registration statement.
We also granted a warrant at the time of signing the Purchase Agreement to SBI
Brightline to purchase an aggregate of 571,429 shares of common stock at an
exercise price of $0.70 per share with a term that expires four years from the
initial effective date of the registration statement. We granted a second
warrant to SBI Brightline which is exerciseable after the delivery of the ninth
tranche of funding (the Additional Warrant) to purchase 571,429 shares of common
stock. This Additional Warrant will have a four-year term and exercise price of
$0.70 per share. The potential proceeds from the exercise of the warrants are
approximately $1,167,500; however, the Selling Stockholders have discretion when
or whether to exercise the warrants. We also agreed to use one-half of the
proceeds from the exercise of warrants granted under the agreement to repay the
Credit Agreement.
We used the proceeds from this Credit Agreement to acquire the call center
assets of Mentoring of America, LLC. On January 14, 2005, IDI Global and IDI
Small Business entered into an Asset Purchase Agreement with Mentoring of
America, a Utah limited liability company, and HG Marketing, Inc., a Nevada
corporation. Pursuant to the agreement, IDI Small Business acquired the sales
and marketing assets of HG Marketing. IDI Small Business assumed certain
liabilities of the sales and marketing operation, paid $1,800,000 cash, granted
warrants to purchase up to 2,500,000 shares of IDI Global common stock and
agreed to issue and place 4,356,436 shares of IDI Global common stock into an
escrow. The warrants become exercisable between 2008 and 2012 at exercise prices
that escalate annually from $0.80 to $1.80. The 4,356,436 shares of IDI Global
common stock held in escrow will be released to Mentoring of America based upon
performance of the sales and marketing operation over the first two years of
operations. HG Marketing must generate $150,000 operating profit per month for
the first two years.


COMMITMENTS AND CONTINGENT LIABILITIES

Our principle commitments consist of operating leases for office space in Orem
and Salt Lake City, Utah, and repayment of the Credit Agreement and our total
current liabilities. The total monthly lease payments for the two offices are
approximately $23,788..

As of March 30, 2005, we owed $1,750,000, plus 2% interest, or an aggregate of
$1,785,000, under the Credit Agreement.

At December 3, 2004, we had total current liabilities of $3,252,592, and had
notes payable totaling $2,070,978, which included notes payable of $1,750,000 to
SBI Brightline, a third party, and $320,978 in notes payable to Kevin R.
Griffith, our CEO. However, in December 2004 we converted approximately $1.3
million of notes payable to



                                       27

<PAGE>



First Equity Holdings into 2,588,364 shares of common stock.

At December 31, 2004, our total current liabilities also included accrued
expenses of $797,853, primarily related to deferred compensation, accrued
interest, and payroll liabilities. Accounts payable of $126,194 and reserves for
refunds and charge-backs of $234,388 added to our total current liabilities.

OFF-BALANCE SHEET ARRANGEMENTS

None.

RESULTS OF OPERATIONS

Comparison of Years Ended December 31, 2003 and 2004

The following discussions are based on the audited consolidated financial
statements of IDI Global, Internet Development, Sports Media, and Chief
Financial. These charts and discussions summarize our financial statements for
the years ended December 31, 2003 and 2004, and should be read in conjunction
with the financial statements and notes to the financial statements included in
this report, starting on page 30.

Summary Comparison of years ended December 31, 2003 and 2004

                                    Twelve months    Twelve months
                                       ended            ended
                                    Dec. 31, 2003    Dec. 31, 2004


Total revenues                      $ 13,328,949     $ 27,718,252

Total cost of sales                    9,786,221       19,495,873

Gross profit                           3,542,728        8,222,379

Total operating expenses               3,078,705        9,072,834

Net operating income (loss)              464,023         (850,455)

Total other income (expense)             (78,465)          56,030

Total income tax expense                  84,475          (18,720)

Net income                               301,083         (775,705)

Net earnings (loss) per share       $       0.02     $      (0.05)



Primarily as a result of increased sales from our new subsidiaries, total
revenues increased from approximately $13.3 million for the year ended December
31, 2003, to approximately $27.7 million for the year ended December 31, 2004.

Cost of sales increased along with total revenues for the year ended December
31, 2004. Cost of sales includes commissions for outsourced sales and our
in-house sales force, costs of merchant accounts, fulfillment, and other third
party products and services. For 2003, total cost of sales was 73.4% of total
revenues, compared to 70.3% of total revenues for 2004.



                                       28

<PAGE>



As a result of increased revenues, our gross profit increased from approximately
$3.5 million for 2003 to approximately $8.2 million for 2004.

Total operating expenses include salaries and benefits, rental of office space,
professional fees, and other general office expenses. These operating expenses
more than doubled for 2004 compared to 2003 as a result of a more than 30%
increase in sales and operating staffs in April and May 2004, additions of small
office and home office personnel, the purchase of telecommunications hardware
and software to assist in targeting qualified customers, and consolidation of
our recently acquired subsidiaries' general and administrative expenses.

Total other income for 2003 was primarily related to sales of miscellaneous
products and interest income from deposits held in bank sweep accounts. Total
other expense for 2004 was primarily related to accrued interest for loans from
shareholders As a result of the above, we recorded net income for the 2003
twelve month period. However, we recorded a net loss for the year ended December
31, 2004, primarily as a result of increases in general and administrative
expenses. Net income per share for the was $0.02 for 2003 compared to $0.05 loss
for 2004.

The following chart and discussions summarize our consolidated balance sheet for
the years ended December 31, 2003 and 2004, and should be read in conjunction
with the financial statements and notes to the financial statements included in
this report, starting on page 30.


                            Summary of Balance Sheet

                                December 31, 2003           December 31, 2004
                                ------------------       -----------------------

Cash                            $    797,176                $ 1,882,297

Total current assets               1,827,080                  3,245,700

Total assets                       5,077,525                  8,151,388

Total current liabilities          2,374,670                  3,252,592

Total liabilities                  2,394,990                  3,272,912

Retained earnings (deficit)       (1,284,868)                (2,060,573)

Total stockholders equity       $  2,682,535                $ 4,878,476

The increase of total current assets at December 31, 2004, compared to the year
ended December 31, 2003, was primarily the result of increases in cash, accounts
receivable, other receivables and notes receivable. In addition, our total
assets increased at December 31, 2004, primarily due to an increase of goodwill
and advances to New Connexions. Goodwill increased $1,340,684 as a result of our
acquisition of Chief Financial and Professional Consulting in January 2004.
Advances to New Connexions, a related party, increased at December 31, 2004, as
a result of the collaterializing of a note for $1,084,816.

Total current liabilities and total liabilities increased at December 31, 2004
compared to the year ended December 31, 2003, primarily due to increases in
accrued expenses. However, our retained deficit decreased significantly at
December 31, 2004, compared to the year ended December 31, 2003.

Comparison of Years Ended December 31, 2003 and 2004

The  following  discussions  are  based on the  audited  consolidated  financial
statements of IDI Global, Internet



                                       29

<PAGE>



Development Inc., idiglobal.com, and Integrated Communication Systems for the
year ended December 31, 2004. For the year ended December 31, 2003, the audited
consolidated financial statements are based on the operations of IDI Global,
Internet Development Inc., and idiglobal.com. These charts and discussions
summarize our consolidated financial statements for the years ended December 31,
2003 and 2004 and should be read in conjunction with the financial statements
and notes to the financial statements included in this report.

               Comparison of 2003 and 2004 Fiscal Year Operations

                                        2003                     2004
                                -------------------       -----------------

Total revenues                    $ 13,328,949            $   27,718,252

Total cost of sales                  9,786,221                19,495,873

Gross profit                         3,542,728                 8,222,379

Total operating expenses             3,078,705                 9,072,834

Net operating income (loss)            464,023                  (850,455)

Total other income (expense)           (78,465)                   56,030

Total income tax expense                84,475                   (18,720)

Net income                             301,083                  (775,705)

Net earnings (loss) per share     $    0.02              $         (0.05)



Net revenues increased by200.08% from 2003 to 2004, and cost of sales increased
by 199.2% from 2003 to 2004. Cost of sales were 70.3% of total revenues for 2004
to 73.4% of total revenues for 2003. As a result, our gross profit increased by
3.1% for 2004 compared to 2003.

Total operating expenses increased 294.7% from 2002 compared to 2004 as a result
of the purchase of Chief Financial and Professional Consulting in January 2004.
Accordingly, we recorded net operating loss for 2004 compared to a net operating
income for 2003.

Total other income of $56,030 for the 2004 year resulted primarily from the
purchase of Professional Consulting. We recorded $78,465 for the 2003 year
resulted primarily from accrued interest for loans from shareholders.

Primarily as a result of increases in general and administrative expenses we
recorded a net loss for 2004 compared to a net income for 2003.

ITEM 7.    FINANCIAL STATEMENTS





                                       30

<PAGE>




                        IDI GLOBAL, INC. AND SUBSIDIARIES

                        Consolidated Financial Statements

                           December 31, 2004 and 2003

                                 C O N T E N T S


Auditor's Report                                                  F-3

Consolidated Balance Sheets                                       F-4

Consolidated Statements of Operations                             F-6

Consolidated Statements of Stockholders' Equity                   F-7

Consolidated Statements of Cash Flows                             F-8

Notes to the Consolidated Financial Statements                   F-10





                                        2

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


 To the Board of Directors and Stockholders
 of IDI Global, Inc. and Subsidiaries

 We have audited the accompanying consolidated
 balance sheet of IDI Global, Inc. and
 Subsidiaries as of December 31, 2004 and 2003
 and the related consolidated statements of
 operations, stockholders' equity and cash flows
 for the years then ended. These consolidated
 financial statements are the responsibility of
 the Company's management. Our responsibility is
 to express an opinion on these consolidated
 financial statements based on our audits.

 We conducted our audits in accordance with
 standards of the Public Accounting Oversight
 Board (United States). Those standards require
 that we plan and perform the audits to obtain
 reasonable assurance about whether the
 consolidated financial statements are free of
 material misstatement. The Company has
 determined that it is not required to have, nor
 were we engaged to perform, an audit of its
 internal control over financial reporting. An
 audit includes examining, on a test basis,
 evidence supporting the amounts and disclosures
 in the consolidated financial statements. An
 audit also includes assessing the accounting
 principles used and significant estimates made
 by management, as well as evaluating the overall
 consolidated financial statement presentation.
 We believe that our audits provide a reasonable
 basis for our opinion

 In our opinion, the consolidated financial
 statements referred to above present fairly, in
 all material respects, the consolidated
 financial position of IDI Global, Inc. and
 Subsidiaries as of December 31, 2004 and 2003
 and the results of its operations and cash flows
 for the years then ended in conformity with U.S.
 generally accepted accounting standards.





 Chisholm, Bierwolf & Nilson, LLC
 Bountiful, Utah 84010
 January 15, 2005







                                        F-3

<PAGE>
                        IDIGlobal, Inc. and Subsidiaries
                           Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                     ASSETS
                                                           December 31,
                                                     2004                2003
                                               ----------------    ----------------

Current Assets
<S>                                            <C>                 <C>
  Cash                                         $     1,882,297     $       797,176
  Restricted Cash                                      904,128             852,011
  Accounts Receivable, net                             133,236              95,355
  Other Receivables, net                                26,597                   -
  Advances to Related Party                             23,785                   -
  Note Receivable - Related Party                       50,236                   -
  Inventory                                              6,300               6,300
  Prepaid expenses                                     219,121              76,238
                                               ----------------    ----------------

    Total Current Assets                             3,245,700           1,827,080
                                               ----------------    ----------------

Software Development and Equipment, Net                336,114             278,541
                                               ----------------    ----------------

Other Assets
Deferred Income Taxes                                  154,565             135,845
   Deferred financing costs                            153,600                   -
Deposits                                               241,721             231,821
Investments                                            151,200             151,200
Note Receivable - Related Party                      1,027,804                   -
Advances to Related Party                                    -             953,038
Goodwill                                             2,840,684           1,500,000
                                               ----------------    ----------------

    Total Other Assets                               4,569,574           2,971,904
                                               ----------------    ----------------

    Total Assets                               $     8,151,388     $     5,077,525
                                               ================    ================
</TABLE>




                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                        F-4

<PAGE>

                        IDIGlobal, Inc. and Subsidiaries
                           Consolidated Balance Sheets



<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                                                December 31,
                                                                          2004                2003
                                                                     ----------------    ----------------
Current Liabilities
<S>                                                                  <C>                 <C>
  Accounts Payable                                                   $       126,194     $       118,853
  Accrued Expenses                                                           797,853             848,776
  Income Taxes Payable                                                           100                 100
  Reserve for Refunds and Chargebacks                                        234,388             103,000
  Line of credit                                                              23,079                   -
  Notes Payable                                                            2,070,978           1,303,941
                                                                     ----------------    ----------------

    Total Current Liabilities                                              3,252,592           2,374,670

Deferred Income Tax Liability                                                 20,320              20,320
                                                                     ----------------    ----------------

    Total Liabilities                                                      3,272,912           2,394,990
                                                                     ----------------    ----------------

Stockholders' Equity
  Common Stock, Authorized 50,000,000 Shares, $.001 Par Value,
    Issued and Outstanding 18,960,174 and 14,975,433, Respectively            18,960              14,976
  Additional Paid in Capital                                               6,920,089           3,970,902
  Retained Earnings (Deficit)                                             (2,060,573)         (1,284,868)
  Subsription Receivable                                                           -             (18,475)
                                                                     ----------------    ----------------

Total Stockholders' Equity                                                 4,878,476           2,682,535
                                                                     ----------------    ----------------

    Total Liabilities and Stockholders' Equity                       $     8,151,388     $     5,077,525
                                                                     ================    ================
</TABLE>







              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        F-5

<PAGE>

                        IDIGlobal, Inc. and Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                       For the Year Ended
                                                          December 31,
                                            ------------------------------------------
                                                   2004                  2003
                                            -------------------   --------------------

Revenues, Net
<S>                                         <C>                   <C>
  Product Sales                             $       24,419,780    $        12,175,962
  Training Revenues                                  3,298,472              1,152,987
                                            -------------------   --------------------

    Total Revenues                                  27,718,252             13,328,949
                                            -------------------   --------------------

Cost of Sales
  Product Costs                                     18,030,686              9,115,126
  Training Costs                                     1,465,187                671,095
                                            -------------------   --------------------
    Total cost of sales                             19,495,873              9,786,221
                                            -------------------   --------------------

Gross Profit (Loss)                                  8,222,379              3,542,728
                                            -------------------   --------------------

Operating Expenses
  General & Administrative                           9,072,834              3,078,705
                                            -------------------   --------------------

    Total Operating Expenses                         9,072,834              3,078,705
                                            -------------------   --------------------

Net Operating Income (Loss)                           (850,455)               464,023
                                            -------------------   --------------------

Other Income(Expense)
  Interest Income                                        3,688                  4,155
  Interest Expense                                    (197,051)              (191,485)
  Other Income (Expense)                               249,393                108,865
                                            -------------------   --------------------

    Total Other Income(Expense)                         56,030                (78,465)
                                            -------------------   --------------------

Income (Loss) Before Income Taxes                     (794,425)               385,558

Income Tax Expense
  Income Tax Expense                                       100                    100
  Deferred Income Tax (Benefit) Expense                (18,820)                84,375
                                            -------------------   --------------------

    Total Income Tax Expense                           (18,720)                84,475
                                            -------------------   --------------------

Net Income (Loss)                           $         (775,705)   $           301,083
                                            ===================   ====================

Net Income (Loss) Per Share                 $            (0.05)   $              0.02
                                            ===================   ====================

Weighted Average Shares Outstanding                 16,010,727             12,915,689
                                            ===================   ====================
</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        F-6


<PAGE>

                        IDIGlobal, Inc. and Subsidiaries
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                      Additional      Retained
                                                           Common Stock                 Paid-in       Earnings       Subscription
                                                      ----------------------------
                                                        Shares          Amount          Capital      (Deficit)       Receivable
                                                      ------------  --------------  --------------- --------------- --------------
<S>                                                   <C>           <C>             <C>             <C>             <C>
Balance, December 31, 2002                             11,750,000   $      11,750   $    1,168,848  $   (1,585,951) $           -

April 2003 - shares issued for cash and
    services                                              125,000             125          111,125               -              -

July 2003 - stock issued for
  conversion of debt at $0.20 per share                 1,365,000           1,365          271,589               -              -

September 2003 - stock issued from
  exercise of options                                     197,500             198           45,878               -        (18,475)

September 2003 - Stock issued for cash
  at $1.50 per share                                      583,333             583          874,417               -              -

October 2003 - Shares issued for acquisition
  of Integrated Communications Systems                    954,600             955        1,499,045               -              -

Net income for the year ended
  December 31, 2003                                             -               -                -         301,083              -

                                                      ------------  --------------  --------------- --------------- --------------

Balance, December 31, 2003                             14,975,433          14,976        3,970,902      (1,284,868)       (18,475)

January 2004 - Shares issued for acquisition of
  Chief Financial, Inc                                    700,000             700        1,049,300               -              -

January 2004 - Cash received from subscription
  receivable                                                    -               -                -               -         13,725

March 2004 - Cash received from subscription
  receivable                                                    -               -                -               -          4,750

May 2004 - Shares issued for settlement of
  lawsuit at $0.05 per share                              197,377             197            9,672               -              -

October 2004 - Shares issued for legal fees
  at $0.88 per share                                      499,000             499          438,621               -              -

December 2004 - Shares issued for conversion
  of notes payable at $0.50 per share                   2,588,364           2,588        1,291,594               -              -

December 2004 - Warrants issued in connection
  with note payable                                             -               -          160,000               -              -

Net income for the year ended
  December 31, 2004                                             -               -                -        (775,705)             -

                                                      ------------  --------------  --------------- --------------- --------------
Balance, December 31, 2004                             18,960,174   $      18,960   $    6,920,089  $   (2,060,573) $           -
                                                      ============  ==============  =============== =============== ==============
</TABLE>



                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                        F-7


<PAGE>

                        IDIGlobal, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                       For the Year Ended
                                                                                        December 31,
                                                                            --------------------------------------
                                                                                  2004                  2003
                                                                            -----------------      ---------------
Cash Flows from Operating Activities:
<S>                                                                         <C>                    <C>
  Net Income (Loss)                                                         $       (775,705)      $      301,083
  Adjustments to Reconcile Net Loss to Net Cash
    Provided by Operations:
     Depreciation & Amortization                                                     163,868               88,663
     Bad Debts                                                                       184,105                    -
     Deferred Income Taxes                                                           (18,720)              84,475
     Stock Issued for Services & Accrued Expenses                                    488,049              109,205
     Finance Charge Included in Principal of Notes Payable                            24,602                    -
  Change in Operating Assets and Liabilities:
     (Increase) Decrease in:
     Accounts Receivable                                                             (58,330)              (9,233)
     Other Receivables                                                               (14,597)                   -
     Inventories                                                                           -                 (935)
     Prepaid expenses                                                                 76,238              (76,237)
     Employee Advances                                                                 4,940
     Other Assets                                                                     (9,900)             (66,711)
     Increase (Decrease) in:
     Accounts Payable                                                                (53,553)             (38,670)
     Accrued Expenses                                                                (97,900)             215,605
     Reserved for Refunds and Chargebacks                                            (34,718)               8,000
                                                                            -----------------      ---------------

  Net Cash Provided(Used) by Operating Activities                                   (121,621)             615,245

Cash Flows from Investing Activities:
  Payments for Notes Receivable                                                     (168,000)                   -
  Proceeds from Notes Receivable                                                       5,000                    -
  Purchase of Software and Equipment                                                (181,542)            (218,232)
  Advances to related party                                                         (148,787)            (953,038)
  Cash Paid for Acquisition of Subsidiary                                            (50,000)                   -
  Cash Acquired from Acquisition of Subsidiary                                         1,916                    -
                                                                            -----------------      ---------------

  Net Cash Provided (Used) by Investing Activities                                  (541,413)          (1,171,270)

Cash Flows from Financing Activities:
  Proceeds from Issuance of Notes Payable                                          1,950,000              290,000
  Proceeds from Stock Issuance                                                        18,475              977,600
  Proceeds from Line of Credit                                                         9,861                    -
  Principal Payments on Line of Credit                                                (4,522)                   -
  Principal Payments on Notes Payable                                               (173,542)             (83,333)
                                                                            -----------------      ---------------

  Net Cash Provided (Used) by Financing Activities                                 1,800,272            1,184,267
                                                                            -----------------      ---------------

Increase (Decrease) in Cash                                                        1,137,238              628,242

Cash and Cash Equivalents at Beginning of Period                                   1,649,187            1,020,945
                                                                            -----------------      ---------------

Cash and Cash Equivalents at End of Period                                  $      2,786,425       $    1,649,187
                                                                            =================      ===============
</TABLE>


                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                        F-8



<PAGE>

                        IDIGlobal, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                                  For the Year Ended
                                                                                                   December 31,
                                                                                     -----------------------------------------
                                                                                           2004                   2003
                                                                                     -----------------      ------------------

Cash Paid For:
<S>                                                                                  <C>                    <C>
  Interest                                                                           $          2,229       $         150,994
                                                                                     =================      ==================
  Income Taxes                                                                       $            100       $             100
                                                                                     =================      ==================

Non-Cash Investing and Financing Activities:
Stock Issued for Services & Accrued Interest                                         $        488,049       $         109,205
                                                                                     =================      ==================
Stock Issued for Note Payable                                                        $      1,036,002       $         206,000
                                                                                     =================      ==================
Stock Issued for Acquisition of Subsidiary                                           $      1,050,000       $       1,500,000
                                                                                     =================      ==================
</TABLE>


                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                        F-9



<PAGE>

                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         a.  Organization

         IDIGlobal, Inc. (the Company), formerly Bennion Corporation, was
         incorporated on August 17, 1998. On December 31, 1998, the Company
         merged with Bennion Corporation, an Arkansas corporation (Bennion-AR).
         The Company was the surviving corporation. The merger was recorded
         under the pooling of interest method of accounting. From inception on
         August 17, 1998 to January 15, 2002, the Company was inactive.

         On January 16, 2002, Bennion Corporation, a public company, entered
         into an agreement to complete a forward triangular merger with
         idiglobal.com, Inc., a private Delaware company, and Internet
         Development, Inc., a private Nevada company. Per the terms of the
         agreement, Internet Development agreed to deliver 7,500,000 shares of
         the Company's common stock to idiglobal.com's shareholders in exchange
         for 100% of idiglobal.com's shares. The merger was treated as a reverse
         merger with idiglobal.com, Inc. being the accounting acquirer,
         therefore, all historical financial information prior to the
         acquisition date is that of idiglobal.com, Inc. Pursuant to the merger,
         the Company changed their name from Bennion Corporation to IDIGlobal,
         Inc.

         In October 2003, the Company issued 954,600 shares of common stock to
         acquire 100% of the outstanding shares of Integrated Communication
         Systems ("Integrated"), a New York corporation, through a merger with
         Sports Media International, Inc.a subsidiary organized by the Company
         as a merger subsidiary. Integrated's offices are located in New York
         City, and they are engaged in sports media and advertising.

         In January 2004, the Company acquired 100% ownership in Chief Financial
         and their wholly owned subsidiary Professional Consulting Services.
         Prior to the acquisition, the Company outsourced a share of its small
         office home office (SOHO) sales and marketing operations to Chief
         Financial. Chief Financial is located in Ft. Worth Texas, and PCS is
         located in St. George, Utah.

         The Company is an ASP (applications service provider) of unique web
         based Internet applications for companies that have large affiliate
         networks. In addition, the Company provides proprietary applications
         for small business and home office businesses that require web and
         ecommerce enabled tools to create a virtual presence on the Internet.
         The Company provides in house servers and management to host all of its
         applications and control security for its customers.

         b.  Accounting Method

         The Company recognizes income and expense on the accrual basis of
         accounting. The Company has elected a December 31 year end.

         c.  Principles of Consolidation

          For the year ended  December  31,  2004,  the  consolidated  financial
          statements include the books and records of IDI Global, Inc., Internet
          Development,  Inc.,  idiglobal.com,  Integrated  Communication Systems
          Chief Financial,  Inc.,  Professional  Consulting  Services and Sports
          Media International,  Inc. All inter-company transactions and accounts
          have been eliminated in the consolidation. For the year ended December
          31, 2003, the consolidated  financial statements include the books and
          records of IDIGlobal, Inc., Internet Development,  Inc., idiglobal.com
          and Integrated Communication Systems.

                                      F-10

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         d.  Cash and Cash Equivalents

         The Company considers all highly liquid investments with maturities of
         three months or less to be cash equivalents.

         e.  Restricted Cash

         Restricted cash consists of monies required by the merchant account
         provider to be set aside for refunds and chargebacks.

         f.  Receivables

         Accounts Receivable primarily consists of monies due the Company for
         credit card sales transacted near the end of the year, but had not yet
         posted to the Company's cash accounts. An allowance for doubtful
         accounts in the amount of $21,104 has been established as of December
         31, 2004.

         Other receivables are non-trade receivables made to various individuals
         or companies. Management deems the collectibility to be in question,
         therefore an allowance of $72,000 has been established as of December
         31, 2004 and 2003.

         g.  Inventory

         Inventory consists of computer equipment which is held for resale. The
         equipment is stated at the lower of cost or market determined using the
         first-in, first-out method (FIFO).

         h.  Deposits

         Deposits consists of following at December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                              2004                      2003

<S>                                                  <C>                        <C>
          Funds held by merchant account provider    $        210,188           $       210,188
          Lease deposits                                       31,533                    21,633
                                                     $        241,721           $       231,821
</TABLE>

         During 2001, the Company paid $50,000 to a merchant account provider as
         a deposit for possible refunds and charge backs. In addition to the
         $50,000 deposit, the merchant account provider withholds 5% of each
         transaction processed. During 2004 and 2003, the merchant account
         provider withheld an additional $0 and $63,176, respectively. The
         balance of the deposits at December 31, 2004 and 2003 is $210,188 and
         $210,188, respectively.


                                      F-11

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         i.  Property and Equipment

         Software and equipment as of December 31, 2004 and 2003 consists of the
         following and are recorded at cost:

<TABLE>
<CAPTION>
                                                                       2004                      2003

<S>                                                           <C>                       <C>
                           Computer equipment                 $        279,480          $        257,466
                           Software and loan costs                     290,176                   257,487
                           Office equipment                            147,284                    91,674
                           Furniture and fixtures                      161,241                    56,502
                           Leasehold improvements                        3,562                     2,500
                           Total fixed assets                          881,743                   665,629
                           Accumulated depreciation                   (545,629)                 (387,088)
                           Net software and equipment         $        336,114          $        278,541
</TABLE>

         Provision for depreciation of software and equipment is computed on the
         straight-line method for financial reporting purposes. Depreciation is
         based upon estimated useful lives as follows:

                           Computer equipment        5 Years
                           Software and loan costs   3 Years
                           Office equipment          6 Years
                           Furniture and fixtures    10 Years
                           Leasehold improvements    5 Years

Maintenance, repairs, and renewals which neither materially add to the value of
the equipment nor appreciably prolong its life are charged to expense as
incurred.

Depreciation and amortization charged to operations was $184,105 and $88,663 for
the years ended December 31, 2004 and 2003, respectively.

In accordance with Financial Accounting Standards Board Statement No. 144, the
Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the carrying
amount. At December 31, 2004 and 2003, no impairments were recognized.










                                      F-12

<PAGE>




                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         j.  Marketing Rights

         During 2002, the Company issued 250,000 shares of common stock and
         500,000 options for marketing rights for a business marketing model
         valued at $151,200. During 2003, the Company sold its marketing rights
         to New Connexions, Inc., for a 10% ownership interest. New Connexions
         is considered a related party, as Steve Comer, a former officer, is the
         brother of an officer and shareholder of New Connexions. (See note
         disclosure in investments).

         k.  Earnings (Loss) Per Share of Common Stock

         The computation of earnings (loss) per share of common stock is based
         on the weighted average number of shares outstanding at the date of the
         financial statements. Outstanding warrants and employee stock options
         have been considered in the fully diluted earnings per share
         calculation in 2003, however the effects of these stock equivalents are
         anti-dilutive in the 2004 period.

<TABLE>
<CAPTION>
                                                                       For the Years Ended
                                                                                December 31,
                           Basic Earnings per share:                   2004                      2003
                                                                       ----                      ----
<S>                                                           <C>                       <C>
                            Income (Loss)(numerator)          $        (775,705)        $        301,083
                            Shares (denominator)                     16,010,727               12,915,689
                            Per Share Amount                  $           (0.05)        $           0.02
                           Fully diluted Earnings per share:
                            Income (Loss)(numerator)          $        (775,705)        $        301,083
                            Shares (denominator)                     16,010,727               20,071,294
                            Per Share Amount                  $           (0.05)        $           0.01
</TABLE>

         l.  Revenue Recognition

         Revenue from the sale of software and other products is recognized when
         an agreement is made, delivery is complete, no significant obligations
         remain unfulfilled, and collection of the resulting receivable is
         probable. In instances where a significant obligation exists, revenue
         recognition is delayed until the obligation has been satisfied. Revenue
         from services, including training and consulting are recognized as the
         services are performed.

         m.  Software Development Costs

         In accordance with SFAS No. 86, software development costs are expensed
         as incurred until technological feasibility has been established, at
         which time such costs are capitalized until the product is available
         for general release to customers. Capitalized costs are then amortized
         on a straight-line basis over the estimated product life, or on the
         ratio of current revenues to total projected product revenues,
         whichever is greater. Total capitalized software development costs at
         December 31, 2004 were $202,329. Amortization expense for the years
         ended December 31, 2004 and 2003 was $67,443, $33,721 respectively.
         Research and development costs are expensed as incurred. During 2004
         and 2003, there were no research and development expenses.

                                      F-13

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         n.  Reserve for Refunds and Chargebacks

         A certain percentage of sales made generally results in a refund or
         chargeback. Accordingly, the Company has reserved an amount in the
         financial statements to account for refund and chargebacks that have
         not yet been charged to the Company. Refunds and chargebacks could be
         paid up to one year following the original sale or transactions.

         o.  Commissions

         During 2004 and 2003, the company contracted with other entities to
         sell its products. The Company can pay a large sales commission for
         outsourced sales, depending on the contract arrangements with each
         particular entity.

         p.  Advertising and Promotion

         Advertising and promotion costs are expensed as incurred and totaled
         $27,472 and $78,572 for the years ended December 31, 2004 and 2003,
         respectively.

         q.  Stock Options and Warrants

         As permitted by SFAS No. 123, the Company has elected to measure and
         record compensation cost relative to stock option costs in accordance
         with APB Opinion 25 which requires the Company to make pro forma
         disclosures of net income (loss) and basic earnings (loss) per share as
         if the fair value method of valuing stock options have been applied.

         To measure and record compensation for warrants, the Company applies
         SFAS No. 123. This requires the Company to use a Black-Scholes pricing
         model to estimate the fair value of the warrants at the grant date.

         r.  Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.


                                      F-14

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         s. Recently Enacted Accounting Standards

          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  151,
          "Inventory  Costs - an amendment  of ARB No. 43,  Chapter 4", SFAS No.
          152,  "Accounting  for  Real  Estate  Time-Sharing  Transactions  - an
          amendment of FASB Statements No. 66 and 67", SFAS No. 153,  "Exchanges
          of Nonmonetary  Assets - an amendment of APB Opinion No. 29", and SFAS
          No. 123 (revised 2004),  "Share-Based Payment",  were recently issued.
          SFAS No. 151, 152, 153 have no current applicability to the Company or
          their  effect  on  the  financial   statements  would  not  have  been
          significant.  SFAS No. 123 (revised 2004) has been discussed in note q
          under the caption  "Stock Options and Warrants" and has been disclosed
          under Note 8 under the caption "Stock Options."

         t. Fair Value of Financial Instruments

         The fair value of the Company's cash and cash equivalents, receivables,
         accounts payable, accrued liabilities and notes payable approximate
         carrying value based on their effective interest rates compared to
         current market prices.

NOTE 2 - INCOME TAXES

         The provision for income taxes is based on income and expense reported
         in the financial statements, which differs from that reported for
         income tax purpose. Accordingly, deferred income taxes are provided in
         recognition of such differences. Temporary differences include
         differences between book and tax depreciation and benefits derived from
         net operating losses. At December 31, 2004, the Company had net
         operating losses totaling approximately $2,380,425 which begin to
         expire in the year 2019.

         Income tax liabilities, expense and deferred taxes are computed by
         following the procedures outlined in Financial Accounting Standards
         Board Statement No. 109, "Accounting for Income Taxes." The applicable
         federal and state tax rates in effect at December 31, 2004 and 2003
         were used in calculating the income tax liabilities, expense, and
         deferred taxes.

         Income tax expense for the years ended December 31, 2004 and 2003 is
computed as follows:

                                             2004              2003
          Current:
          Federal                            $        -        $       -
          State                                     100               100
          Total Current                             100               100
          Deferred:
          Federal                               (16,185)           72,809
          State                                  (2,635)           11,566
          Total Deferred                        (18,820)           84,375
          Total Income Tax Expense           $  (18,720)       $   84,475




                                      F-15

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 2 - INCOME TAXES (Continued)
         The income tax provision reconciled to the tax computed at the federal
         statutory rate of 34 percent is as follows:

<TABLE>
<CAPTION>
                                                                       2004                      2003
                                                                       ----                      ----
<S>                                                           <C>                       <C>
         Income taxes at statutory rate                       $        (283,902)        $        131,089
         Nondeductible expenses                                           1,493                   (4,747)
         State income taxes, net of federal tax benefit                 (39,721)                  18,133
         Valuation allowance                                            340,850                  (60,000)
         Total                                                $         (18,720)         $        84,475
</TABLE>

         Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                       2004                      2003
                                                                       ----                      ----
<S>                                                           <C>                       <C>
         Current deferred tax asset:
         Net operating loss                                   $        942,887          $        530,447
         Less valuation allowance                                     (735,452)                 (394,602)
         Total deferred tax asset                                      154,565                   135,845
         Long-term deferred tax liability:
         Depreciation temporary differences                            (20,320)                  (20,320)
         Net deferred tax asset                               $        134,245          $        115,525
</TABLE>

         The Company has recorded a valuation allowance to reflect the estimated
         amount of deferred tax assets which may not be realized, principally
         due to the expiration of net operating loss carry forwards. As of
         December 31, 2004 and 2003, a valuation allowance has been recorded in
         the amount of $735,452 and $394,602, respectively.

NOTE 3 - NOTES PAYABLE

         Notes payable are detailed as follows at December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                       2004                  2003
<S>                                                           <C>                   <C>
Note payable to an officer and stockholder, bears
interest at 8%, payable on demand, unsecured                  $              -      $        133,541
Note payable to an officer of the Company, bears
interest at 12%, matures May 2003, convertible
into common stock, unsecured                                           309,000               309,000

Note payable to a corporation, bears interest
at 24%, matures May 2005, unsecured                                  1,750,000                     -

Note payable to a stockholder, bears interest
at 13%, payable on demand, unsecured                                         -               861,400

Note payable to a stockholder, non-interest
bearing, payable on demand, unsecured                                   11,978                     -

     Total Notes Payable                                      $      2,070,978      $      1,303,941
</TABLE>

                                      F-16

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 4 -          CONCENTRATIONS

         The Company's carrying amount of cash deposits at December 31, 2004 was
         $2,786,425 of which $314,143 was covered by federal depository
         insurance.

         The Company relied on an outside company for customer leads. During
         2004 and 2003, the Company's SOHO revenues generated thru this lead
         source was 35%and 91%, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

         During 2004 and 2003, the Company paid $133,542 and $0, respectively,
         to a stockholder as a principal payment on a note payable. The balance
         of the note at December 31, 2004 and 2003 is $0 and $133,541,
         respectively.

         During 2001, the Company received $309,000 from an officer of the
         Company. The balance of the note at December 31, 2004 and 2003 is
         $309,000.

         During 2004, the Company exchanged 2,588,364 shares of their common
         stock for a note payable to a stockholder of the Company. The balance
         of the note at December 31, 2004 and 2003 is $0 and $861,400.

         During 2003, the Company transfered its marketing rights to New
         Connexions, Inc. for a 10% interest in New Connexions. Steve Comer, the
         Company's prior CEO is the brother of the principal of New Connexions.
         In addition the Company agreed to fund the development of the New
         Connexions business model. During 2003, the Company advanced funds of
         $953,038 to New Connexions for such development. During 2004 the
         Company advanced an additional $148,787 to New Connexions. In March
         advances in the amount of $1,078,040 were converted into a Note
         Receivable due March 2009. The Company has recorded the additional
         advances as an other long term asset called "Advances to Related
         Party". The Company has begun to receive revenues from sources
         developed by New Connexions, but has not received any payments on the
         advance. Pursuant to the agreement with New Connexions, the Company has
         an option to purchase the remaining 90% interest in New Connexions..
         Had the Company exercised the option upon consummation of the
         agreement, the Company would have expensed the amount advanced as
         development expenses, and would have generated a net loss of $(736,088)
         for the year ended December 31, 2003.













                                      F-17

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 6 - COMMITMENTS AND CONTINGENCIES

         The Company leases office space at two locations. The total monthly
         lease payment for the two offices is $23,788.

         The Company leases equipment on two separate leases. The total monthly
         lease payment for the two leases is $1,357.

         Future minimum operating lease payments are as follows at December 31,
2004:

                                    2005    $         86,534
                                    2006             128,514
                                    Total   $        315,048

         Total expense for all operating leases at December 31, 2004 and 2003 is
         $379,531 and $249,777, respectively.

NOTE 7 - PENSION PLAN

         On July 1, 2000, the Company established a defined contribution 401(k)
         pension plan. The Company's contributions to the plan are based on
         matching 100 percent of the employees contributions to a maximum of six
         percent of compensation per participant. All employees with more than
         six months of service and who are age 20 1/2 or older are eligible for
         participation in the plan. Company contributions totaled $15,950 and
         $43,406 for the years ended December 31, 2004 and 2003, respectively.

NOTE 8 - STOCK OPTIONS

A summary of the option activity for 2004 and 2003 follows

                  :                                              Weighted
                                                                 Average
                                      Options                    Exercise
                                      Outstanding                Price

Outstanding, January 1, 2003          6,075,155                  $    0.15
Granted                                       -                         -
Exercised                                98,000                       0.32
Canceled/forfeited                            -                         -
Balances, December 31, 2003           5,977,155                  $    0.15
Granted                                       -                         -
Exercised                                     -                         -
Canceled/forfeited                            -                         -
Balances, December 31, 2004           5,977,155                       0.15



                                      F-18

<PAGE>



                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 8 - STOCK OPTIONS (Continued)

<TABLE>
<CAPTION>
                                    Number of                 Weighted
                                    Options                   Average                   Weighted
                                    Outstanding at            Remaining                 Average
                                    December 31,              Contractual               Exercise
         Exercise Prices            2004                      Life (years)              Price

<S>      <C>                        <C>                       <C>                       <C>
         $0.00                      2,000,000                 1.00                      $        0.00
         $0.20                      2,011,000                 1.00                      $        0.20
         $0.20                      1,591,155                 2.85                      $        0.20
         $0.50                        375,000                 1.25                      $        0.50
</TABLE>


Proforma Net Income (Loss):

<TABLE>
<CAPTION>
                                                     December 31,               December 31,
                                                     2004                       2003

<S>                                                  <C>                        <C>
Net income(loss) as reported                         $        (775,705)         $       301,083
Pro forma net income(loss)                                    (775,705)                 301,083
Basic income (loss) per share as reported                        (0.05)                    0.02
Pro forma income (loss) per share                                (0.05)                    0.02
</TABLE>

NOTE 9 - WARRANTS

         During 2003, pursuant to the acquisition with Integrated Communication
         Systems, Inc., the Company issued 378,450 warrants to purchase common
         stock at a price of $1.70 per share, for one year. No consideration has
         been recorded from the issuance of these warrants due to the negligible
         value determined by the Black Scholes model.

         The following summarizes the warrant activity for 2004 and 2003:

         Warrants outstanding at January 1, 2003              800,000
         Granted                                              378,450
         Exercised                                                 -
         Canceled/forfeited                                        -
         Balance, December 31, 2003                         1,178,450
         Granted                                              571,429
         Exercised                                                 -
         Canceled/forfeited                                  (378,450)
         Balance, December 31, 2004                         1,371,429

Weighted average exercise price of warrants
  outstanding at December 31, 2004                $         2.11





                                      F-19

<PAGE>


                        IDI GLOBAL, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 9 - WARRANTS (Continued)
                           Number of           Weighted
                           Warrants            Average          Weighted
                           Outstanding at      Remaining        Average
                           December 31,        Contractual      Exercise
         Exercise Prices   2004                Life             Price

         $2.75             500,000             3.50             $        2.75
         $3.75             300,000             3.50             $        3.75
         $0.70             571,429             4.00             $        0.70

NOTE 10 - INVESTMENTS

         During 2003, the Company transferred its marketing rights acquired in
         2002 to New Connexion for a 10% ownership interest. The cost incurred
         for the marketing rights of $151,200 was carried over as the basis for
         the investment. This investment is restricted in a closely held private
         corporation, and is therefore not currently available for sale.

NOTE 11 - SUBSEQUENT EVENTS

         On January 14, 2005, the Company entered into an Asset Purchase
         Agreement with Mentoring of America, LLC, a Utah limited liability
         company and HG Marketing, Inc., a Nevada corporation pursuant to which
         HG agreed to sell to IDI Global certain assets and rights used in the
         operation of a call center business located in St. George, Utah. The
         Company paid HG consideration of $1,800,000 in cash, the assumption of
         certain liabilities of the call center, 4,356,436 shares of restricted
         common stock and warrants to purchase 2,500,000 shares.

         On January 11, 2005, in connection with the purchase of HG Marketing,
         an officer of the Company loaned the Company $225,528. The note payable
         bears interest at 12% and is convertible into common stock.

NOTE 12 - GOODWILL

         In connection with the acquisition of Integrated Communication Systems,
         Inc. the Company recorded goodwill in the amount of $1,500,000. The net
         asset value of Integrated was $0 at the time of merger, and the value
         of the 954,600 shares issued was at $1.60 per share, or approximately
         $1,500,000.

         In connection with the acquisition of Chief Financial, Inc. and their
         wholly owned subsidiary, Professional Consulting Services, Inc., the
         Company recorded goodwill in the amount of $1,280,684.

         The Company has adopted SFAS No. 142, Goodwill and Other Intangible
         Assets,. Under SFAS No. 142, goodwill is no longer amortized, but is
         tested for impairment at a reporting unit level on an annual basis and
         between annual tests if an event occurs or circumstances change that
         would more likely than not reduce the fair value of a reporting unit
         below its carrying amount. Events or circumstances which could trigger
         an impairment review include a significant adverse change in legal
         factors or in the business climate, and adverse action or assessment by
         a regulator, unanticipated competition, a loss of key personnel,
         significant changes in the manner of our use of the acquired assets or
         the strategy for our overall business, significant negative industry or
         economic trends or projected future results of operations. As of
         December 31, 2004, no impairment has been recognized for goodwill.

                                      F-20



<PAGE>

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

In our current report dated February 9, 2004, we reported that our independent
auditors, Chisholm & Associates, Certified Public Accountants, resigned as our
independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC.

ITEM 8A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer
and our Chief Financial Officer, after evaluating the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end
of the period covered by this annual report, have concluded that our disclosure
controls and procedures are effective based on their evaluation of these
controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15
or 15d-15.

Changes in Internal Control Over Financial Reporting. There were no changes in
our internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

Section 404 Assessment. Section 404 of the Sarbanes-Oxley Act of 2002 requires
management's annual review and evaluation of our internal controls, and an
attestation of the effectiveness of these controls by our independent registered
public accountants beginning with our Form 10-K for the fiscal year ending on
December 31, 2006. We plan to dedicate significant resources, including
management time and effort, and to incur substantial costs in connection with
our Section 404 assessment. The evaluation of our internal controls will be
conducted under the direction of our senior management. We will continue to work
to improve our controls and procedures, and to educate and train our employees
on our existing controls and procedures in connection with our efforts to
maintain an effective controls infrastructure at our Company.

Limitations on Effectiveness of Controls. A system of controls, however well
designed and operated, can provide only reasonable, and not absolute, assurance
that the system will meet its objectives. The design of a control system is
based, in part, upon the benefits of the control system relative to its costs.
Control systems can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the control. In
addition, over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. In addition, the design of any control system is based in part upon
assumptions about the likelihood of future events.

                                    PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Our executive officers and directors, their respective ages, positions and
biographical information are presented below. Our bylaws provide for two
directors to serve until the next shareholder annual meeting or until succeeded
by another qualified director. Our executive officers are chosen by our board of
directors and serve at its discretion. There are no existing family
relationships between or among any of our executive officers or directors.

<TABLE>
<CAPTION>
Name                       Age       Position Held                   Director or Officer Since
----                       ---       -------------                   -------------------------
<S>                        <C>       <C>                             <C>
Kevin R. Griffith          49        President, CEO,                 January 16, 2002
                                     Secretary/Treasurer
                                     Chairman of the Board
Michael T. Morley          46        Director                        May 18, 2004
Steven Weatherly           49        Chief Financial Officer         September 2004
</TABLE>


                                       31

<PAGE>



Kevin Griffith B Starting in March 1999, Mr. Griffith served as Executive
Vice-President of Internet Development, Inc., Utah corporation, and he later
became President and Director of that company. He was appointed as a Director,
Chief Executive Officer, Secretary/Treasurer of IDI Global in January 2002. In
May 2004 he was appointed as President of IDI Global and Chairman of the Board.
From December 2000 to December 2002, he served as Chief Executive Officer of
Worldwide Financial Holdings, Inc, In January of 2005 he became President,
Secretary/Treasurer, of IDI Small Business, Inc. He has over twenty years of
experience in sales and marketing, finance and corporate management. Mr.
Griffith received a bachelor's degree in communications, magna cum laude, from
Brigham Young University.

Michael T. Morley B On May 18, 2004, Mr. Morley was appointed as a Director. Mr.
Morley is the owner of M-13 Construction, a commercial construction company. He
has been involved in the construction business for over 25 years. He serves as a
Representative in the Utah State Legislature.

Steven D. Weatherly B In May of 2003 Mr. Weatherly started as Chief Financial
Office of Chief Financial Inc. Chief was purchased by IDI Global in January of
2004 and he became Chief Financial Officer of IDI Global in September of 2004.
He has over 20 years of experience in management, accounting, and financial
controls; this includes 15 plus years in the position of Chief Financial Officer
of several sales and service corporations. Mr. Weatherly has a Bachelor of
Business Administration in Finance, West Texas A & M University.

Audit Committee Financial Expert

We do not currently have a serving audit committee and, accordingly, we do not
have an audit committee financial expert serving on an audit committee.

Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than five percent of our common
stock to file initial reports of ownership and reports of changes in ownership
of our common stock with the SEC. Officers, directors and ten-percent or greater
beneficial owners are required by SEC regulations to furnish us with copies of
all Section 16(a) reports they file. Based upon review of the copies of such
forms furnished to us during the fiscal year ended December 31, 2004, and
representations from these reporting persons that no Forms 5 were required, we
are aware of the following untimely filings:

      Messrs. Griffith, Morley, and Weatherly filed untimely Forms 5.

Code of Ethics

We are in the process of adopting a code of ethics for our principal executive
and financial officers. In the meantime, our management intends to promote
honest and ethical conduct, full and fair disclosure in our reports to the SEC,
and compliance with applicable governmental laws and regulations.



ITEM 10.   EXECUTIVE COMPENSATION

The following table shows the compensation paid to our named executive officers
and one of our most highly compensated employees in all capacities during the
past three fiscal years.


                                       32

<PAGE>




SUMMARY COMPENSATION TABLE



<TABLE>
<CAPTION>
                                                             Annual Compenasation                      Long Term
                                                                                                       Compensation
                                                                                                       Awards
Name and             Year                Salary ($)           Bonus ($)           Other Annual         Securities
Principal                                                                         Compensation         Underlying
Position                                                                          ($)                  Options/SARs (#)
----------------     -----              ----------------     -------------------  -------------------  ---------------------
<S>                  <C>                <C>                  <C>                  <C>             <C>  <C>
Kevin Griffith       2004               $      150,000       $        27,000      $        51,096 (1)               0
President, CEO,
Sec./Treas.
                     2003                       87,500                     0                3,096 (2)               0
                     2002                      156,000 (3)            62,000 (4)           37,500 (5)       3,000,000 (6)
</TABLE>

          (1)  Represents  commissions  of $48,000  and $3,096  payments  for an
               automobile provided by the company.

          (2)  Represents payments for car provided by the company.

          (3)  Represents salary paid of $7,500 and accrued salary of $148,500.

          (4)  Represents accrued bonus.

          (5)  Represents  $35,000 signing bonus and automobile  provided by the
               company.

          (6)  Represents options to buy common stock recognized by IDI Global.

Employment Agreements

In April 1, 2002 Internet Development, Inc. entered into an employment agreement
with Kevin R.  Griffith.  The agreement  provided for a signing bonus of $35,000
payable upon the completion of six months  employment.  Mr. Griffith is entitled
to receive an annual  salary of  $150,000,  commissions  of at least  $2,000 per
month up, to $4,000  per  month,  and he is  entitled  to stock  options  and an
incentive  bonus of $27,000  based  upon  criteria  established  by our board of
directors. If Internet Development terminates Mr. Griffith's employment, with or
without cause,  then he is entitled to receive full compensation for a period of
four months.  If he terminates  his  employment,  then he is not entitled to any
severance compensation.

On January 1, 2004 IDI Global employed Paul D. Watson as our Chief Financial
Officer. The employment agreement provides for a monthly base salary of $11,000
subject to increases and decreases at the discretion of the board of directors
based on certain targets and objectives and the company's performance. He also
received a signing bonus of $15,000 to be made in three disbursements of free
trading common stock over an eight month term. Mr. Watson is entitled to receive
annual incentive bonuses, stock options, vacation and employment benefits. The
agreement authorizes options to be granted within the first 90 days of
employment which will vest monthly over a two year period. Half of any annual
stock options granted in the future will vest after twelve months of service and
the balance will vest in monthly installments over the second twelve months of
service. In the event of change of control of the company, the annual stock
options will vest immediately. His employment is "at will" and either party may
terminate the employment at any time and for any reason, with or without cause.
However, during the first six months of employment, Mr. Watson may be terminated
only for cause and, if after that term, he is terminated, then he will receive
two months salary as severance. In addition, Mr. Watson was required to sign a
non-disclosure agreement and a non-compete agreement.




                                       33

<PAGE>



Compensation of Directors

We do not have any standard arrangement for compensation of our directors for
any services provided as director, including services for committee
participation or for special assignments.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table lists the beneficial ownership of our outstanding common
stock by our management and any person or group which beneficially owns more
than 5% of our outstanding common stock. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities. Except as indicated by footnote, the persons
named in the table below have sole voting power and investment power with
respect to all shares of common stock shown as beneficially owned by them. The
percentage of beneficial ownership is based on 23,616,610.shares of common stock
outstanding as of March 30, 2005, and any shares that each of the following
persons may acquire within 60 days by the exercise of warrants and/or options.

Name and Address of            Number of Shares      Percentage of
Beneficial Owners              of Common Stock       Class
----------------------        ------------------     -------------------
Kevin R. Griffith              5,500,000 (1)         21.06%
462 East 800 North
Orem, Utah 84097

Michael T. Morley                      0              *
462 East 800 North
Orem, Utah 84097

Steve Weatherly                        0              *
462 East 800 North
Orem, Utah 84097

Officers and Directors         5,500,000             21.06%
as a Group (3 persons)
---------------

* Less than 1%

      (1)  Represents 3,000,000 shares, options to purchase 1,000,000 shares,
           and a past due note convertible into 1,500,000 shares.

Securities Authorized Under Equity Compensation Plans

The following table lists the securities authorized for issuance under any
equity compensation plans approved by our shareholders and any equity
compensation plans not approved by our shareholders. This chart also includes
individual compensation arrangements. Descriptions of these plans are provided
below.





               EQUITY COMPENSATION PLAN INFORMATION

                                        34

<PAGE>





<TABLE>
<CAPTION>

Plan Category                 Number of securities to be    Weighted average              Number of securities
                              issued upon exercise of       exercise price of             remaining available for
                              outstanding options,          outstanding options,          future issuance under
                              warrants, and rights          warrants, and rights          equity compensation
                                                                                          plans
----------------------------- ----------------------------- ----------------------------- -----------------------------
<S>                           <C>                           <C>                           <C>
Equity compensation                        0                           $0                             0
plans approved by
shareholders
----------------------------- ----------------------------- ----------------------------- -----------------------------

Equity compensation                  6,777,155 (1)                     $0.24                     88,845
plans not approved by
shareholders
----------------------------- ----------------------------- ----------------------------- -----------------------------

Total                                6,777,155                                                   88,845
----------------------------- ----------------------------- ----------------------------- -----------------------------
</TABLE>

          (1)  Represents  options to buy  5,977,155  shares and warrants to buy
               800,000 shares.

As part of the merger between Internet Development and idiglobal.com, we agreed
to honor option agreements granted by idiglobal.com to its employees and
management prior to the merger. As a result, we will honor options to purchase
an aggregate of 4,484,000 shares of IDI Global's common stock under our 2002
Equity Incentive Plan. These options expire through April 2007 and have exercise
prices up to $0.50 per share.

IDI Global, Inc. 2002 Equity Incentive Plan - This plan was adopted on December
1, 2002 and deemed effective November 1, 2002. The aggregate number of common
shares to be issued under the plan is 6,500,000 authorized but unissued shares
of common stock. No more than 1,000,000 shares shall be issued under stock
options to a single participant in a single fiscal year and no more than
1,000,000 shares shall be issued under stock appreciation rights to a single
participant in a single fiscal year.

Only employees who are common-law employees of IDI Global, a parent corporation
or a subsidiary corporation, are eligible for the grant of incentive stock
options. Only employees, outside directors and consultants are eligible for the
grant of restricted shares, non-statuary stock options and stock appreciation
rights. Each award of stock options, stock appreciation rights and restricted
securities is formalized in a written agreement between the participant and the
company. The written agreement establishes the number of underlying common
shares, the exercise price, the term of the award and the other terms,
conditions and restrictions related to any award.

Any common shares issued under the plan without registration are subject to the
limitations on resale established by Rule 144 under the Securities Act of 1933.
On July 23, 2003 we registered 197,500 common shares to be issued upon exercise
of options granted to employees and consultants pursuant to the plan. The shares
were registered under a registration statement on Form S-8, File No. 333-107270.
The common shares will be issued to participants of the plan upon the exercise
of options granted to them under the plan.

Individual Compensation Arrangements - On July 31, 2002 we entered into a
consulting contract with Summit Resource Group, Inc. Summit Resource Group
agreed to provide investor relations consulting services related to dealing with
NASD broker/dealers and the investing public. The term of the agreement was for
a six month period and could be terminated by either party with a 45-day written
notice after the agreement had been effective 90 days.

We agreed to grant warrants to Summit Resource Group to purchase an aggregate of
800,000 shares. Warrants with an exercise price of $2.75 to purchase 250,000
shares vested on the effective date of the agreement and another 250,000 vested
on September 1, 2002. The remaining 300,000 warrants, with an exercise price of
$3.75 vested on November 1, 2002.

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ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following information summarizes transactions we have either engaged in
during the past two years or propose to engage in involving our executive
officers, directors, more than 5% stockholders, or immediate family members of
such persons. These transactions were negotiated between related parties without
"arms length" bargaining and as a result the terms of these transactions may be
different than transactions between unrelated parties.

In January of 2004 IDI Global entered into an acquisition agreement with Chief
Financial, Inc. Chris Flores, a key employee of Internet Development, is the
President of Chief Financial. IDI Global issued 1,000,000 common shares valued
at approximately $1,500,000 in exchange for 100% of the Chief Financial
outstanding shares and Professional Consulting Services outstanding shares, its
wholly owned subsidiary.

We paid approximately $62,500 for the 2003 year and $132,270 for the 2002 year
to BCR, Inc. for consulting services rendered by Steven R. Comer, our former
President and director. Mr. Comer is the sole shareholder of BCR, Inc.

In January 2003 IDI Global sold the marketing rights for a business marketing
model valued at $151,200 to New Connexions, Inc. for a 10% ownership interest in
that company. The brother of Steven R. Comer, our former President and director,
is an officer and director of New Connexions. During 2003 we agreed to fund the
development of New Connexions' business and we advanced funds of $953,038 to New
Connexions for this development. The advance is non-interest bearing and is
expected to be recouped over the next four to five years. We have received
revenues from sources developed by New Connexions, but have not received any
payments on the advance. We also have an option to purchase the remaining 90%
interest in New Connexions.

During the 2003 year, Kevin R. Griffith, our CEO, loaned $35,000 to IDI Global
and he received $102,193 in the 2002 year as principal payment on a note
payable. This note is to be combined with deferred compensation of $98,542 to
total $133,011. Also, during the 2002 year we exchanged 4,385,000 shares of
common stock to satisfy a $300,000 note payable to Mr. Griffith.

During the 2002 year, Brent Crabtree, a more than 5% shareholder, returned
3,654,971 shares of IDI Global common stock to us. We paid Mr. Crabtree $166,667
and owed him $83,333. During 2003, the remaining $83,333 was paid to him.

Our CEO, Kevin R. Griffith, holds a secured convertible promissory note, dated
April 16, 2001, related to an obligation of idiglobal.com to repay $300,000
provided to Worldwide Financial Holdings, Inc. by Mr.Griffith in anticipation of
a merger with idiglobal.com. Worldwide Financial Holdings, Inc. loaned the
$300,000 to idiglobal.com as part of an expected merger and when the parties
agreed to terminate the merger, idiglobal.com agreed to assume this obligation.
The promissory note carries 12% interest and, in addition to the principle and
interest, Mr.Griffith will also receive a loan origination fee of $9,000. This
note is in default. The note may be converted by the holder at a conversion
price of $0.20 per share. If the note is converted into common stock, then the
holder has the right to have those shares registered under any registration
statement we file under the Securities Act of 1933.

ITEM 13.        EXHIBITS

Exhibits

     2.1  Agreement and Plan of Merger  between  Bennion  Corporation,  Internet
          Development and idiglobal.com, dated January 16, 2002 (Incorporated by
          reference to exhibit 2.1 for Form 10-KSB, filed January 31, 2002)

     2.2  Agreement  and Plan of Merger  between  IDI Global  and  Sports  Media
          International,  Inc. and Integrated Communication Systems, Inc., dated
          October 3, 2003  (Incorporated  by  reference  to exhibit 2.1 for Form
          8-K, filed October 15, 2003)

     2.3  Agreement  and Plan of  Reorganization  between  IDI  Global and Chief
          Financial, Inc., dated January 8, 2004


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     3.1  Articles of  Incorporation,  as amended  (Incorporated by reference to
          exhibit 3.1 for Form 10-KSB, filed January 31, 2002)

     3.2  Restated  bylaws of IDI Global,  Inc.  (Incorporated  by  reference to
          exhibit 3.2 for Form 10-KSB, filed January 31, 2002)

     10.1 Lease Agreement between Internet  Development Inc. and Stratford Park,
          L.C.,  dated July 7, 2000  (Incorporated  by reference to exhibit 10.1
          for Form 10-QSB, as amended, filed May 22, 2002)

     10.2 Employment   agreement  between  Internet  Development  and  Kevin  R.
          Griffith,  dated April 1, 2002  (Incorporated  by reference to exhibit
          10.2 for Form 10-QSB, as amended, filed August 15, 2002)

     10.3 Secured Convertible Promissory Note between idiglobal.com and Kevin R.
          Griffith,  as amended  (Incorporated  by reference to exhibit 10.3 for
          Form 10-KSB, filed January 31, 2002)

     10.4 Consultant  Agreement  between IDI Global,  Inc.  and Summit  Resource
          Group, Inc., dated July 31, 2002 (Incorporated by reference to exhibit
          10.2 for Form 10-QSB, as amended, filed August 15, 2002)

     10.5 Employment agreement between IDI Global and Paul Watson, dated January
          1, 2004  (Incorporated  by  reference  to exhibit 10.5 to Form 10-KSB,
          filed March 29, 2004)

     21.1 Subsidiaries of IDI

     31.1 Chief Executive Officer Certification

     31.2 Chief Financial Officer Certification

     32.1 Section 1350 Certification

ITEM 14.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

The aggregate fees billed for the fiscal years ended December 31, 2004 and 2003,
for professional services rendered by Chisholm & Associates, Certified Public
Accountants, for the audit of the registrant's annual financial statements and
review of the financial statements included in the registrant's Form 10-QSB or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years were
$13,868 and $14,047, respectively.

The aggregate fees billed for the fiscal year ended December 31, 2004, for
professional services rendered by Chisholm, Bierwolf & Nilson, LLC (ACBN@), for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for the fiscal year ended December 31, 2004,
were $5,755.

(2) AUDIT-RELATED FEES

The aggregate fees billed for the fiscal years ended December 31, 2004 and 2003,
for assurance and related services by Chisholm & Associates, that are reasonably
related to the performance of the audit or review of the registrant's financial
statements for those fiscal years were $0.00 and $0.00, respectively.

The aggregate fees billed for the fiscal years ended December 31, 2004 and 2003,
for assurance and related services by CBN, that are reasonably related to the
performance of the audit or review of the registrant's financial statements for
those fiscal years were $0.00 and $0.00, respectively.

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(3) TAX FEES

      The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003, for professional services rendered by Chisholm & Associates for
tax compliance, tax advice, and tax planning, for those fiscal years were $0.00
and $0.00, respectively. Services provided included preparation of the federal
and state tax returns for the corporation.

      The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003, for professional services rendered by CBN for tax compliance, tax
advice, and tax planning, for those fiscal years were $0.00 and $0..00,
respectively.

(4) ALL OTHER FEES

      The aggregate fees billed in each of the fiscal years ended December 31,
2004 and 2003, for products and services provided by Chisholm & Associates other
than those services reported above, for those fiscal years were $2,284 and
$2,514, respectively.

      The aggregate fees billed in each of the fiscal years ended December 31,
2004 and 2003, for products and services provided by CBN other than those
services reported above, for those fiscal years were $1,748 and $0.00,
respectively.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

      Not applicable.

(6) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.

      Not applicable.






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                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Date: March 31, 2005

                IDI Global, Inc.



                           By: /s/ Kevin R. Griffith
                              -----------------------------------------
                              Kevin R. Griffith
                              President, CEO, Secretary/Treasurer, and Director



                           By: /s/ Steven D. Weatherly
                              -----------------------------------------
                                Steven D. Weatherly
                                Principal Accounting Officer



In accordance with the Exchange Act this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



Date: March 31, 2005       By:/s/ Michael T. Morley
                              ------------------------------------------
                              Director







                                        39