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

                          FORM 10-KSB/A
                         Amendment No. 2

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

           For the fiscal year ended December 31, 2002


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

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: $12,303,448

As of March 26, 2003, the registrant had 11,750,000 shares of common stock
outstanding. The aggregate market value of the voting stock held by
non-affiliates as of that date was approximately $1,725,000.

Documents incorporated by reference: None.

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


THIS DOCUMENT HAS BEEN AMENDED TO REFLECT THE CORRECT CONSOLIDATED NATURE OF
       THE COMPANY. SEE NOTE 11 TO THE FINANCIAL STATEMENTS


<PAGE>

                              PART I
Item 1.  Description of business............................................3
Item 2.  Description of property ...........................................6
Item 3.  Legal proceedings .................................................7
Item 4.  Submission of matters to a vote of security holders ...............7

                             PART II

Item 5.  Market for common equity and related stockholder matters...........7
Item 6.  Management's discussion and analysis..............................10
Item 7.  Financial statements .............................................16
Item 8.  Changes in and disagreements with accountants on accounting and
         financial disclosure..............................................36

                             PART III

Item 9.  Directors and executive officers; Compliance with Section 16(a)...36
Item 10. Executive compensation............................................37
Item 11. Security ownership of certain beneficial owners and management ...39
Item 12. Certain relationships and related transactions....................40
Item 13. Exhibits and reports on Form 8-K..................................41
Item 14. Controls and Procedures...........................................41
Signatures and Certifications..............................................43





                    FORWARD LOOKING STATEMENTS

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

     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," "will," "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.


                                2
<PAGE>

                              PART I

                 ITEM 1: DESCRIPTION OF BUSINESS

Historical Development

     Bennion Corporation was incorporated in the state of Nevada on August 27,
1998, as the wholly owned subsidiary of Bennion Corporation, an Arkansas
corporation.  Bennion-Arkansas merged with Bennion-Nevada on October 6, 1998,
solely to change its domicile from Arkansas to Nevada.  On January 14, 2002,
Bennion Corporation changed its name to IDI Global, Inc.

     Then 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 on March 14,
2002.  (See, "Management's Discussion and Analysis - Reverse Triangular
Merger," below, for more details on this transaction.)

Internet Development's Business

     IDI Global is a holding company operating through its wholly-owned
subsidiary, Internet Development.  Internet Development designs, develops and
markets user-friendly, web-based software applications and development tools
on an integrated service platform. Its 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 affiliated web
sites.

     Products

     QuickSite Builder - QuickSite Builder was developed in 1997 and 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.  Through
QuickSite Builder small businesses have access to an application service
platform that is sophisticated, functional and versatile; but also 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
intends to bundle 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.

     ARRAY - ARRAY is an integrated suite of web applications and development
tools that provide a customizable, database-driven virtual intranet/extranet
and e-commerce solution for any large vertical 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

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<PAGE>

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 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 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, world-class brand on the Internet; and (2) to maintain
complete umbrella control through a database-driven feature called the
"Administrative Area."  The Administrative Area can incorporate sophisticated
tools for publishing, monitoring and controlling content on affiliate
websites; tracking commissions; establishing genealogy; analyzing statistics;
delivering intelligent advertising; 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.

     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 programming knowledge.  It provides the
following features to the affiliate user:

..    Automation of administrative tasks, such as product ordering, billing and
     reporting
..    Downline management, accounting, tracking and monitoring
..    Website statistical analysis
..    Customer tracking and profiling
..    Intelligent targeted advertising
..    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 e-mail
..    Access to relevant database information

     The 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 choose among
numerous professionally designed templates pre-approved by the parent company
and exuding the appropriate look and feel of the parent company.  The site
also contains an area that allows the distributor to post messages and
communicate with his or her upline and downline.

     Market

     QuickSite Builder is targeted at small businesses and small office/home
office (SOHO) entrepreneurs who wish to establish an online business presence
quickly, easily and cost-effectively.  Target customers are all pre-qualified
leads based on lists of individuals who have previously purchased business
education products or services through "infomercials" or other direct sales
channels.  Internet Development also acquires new customers through call
center activities and qualified third-party leads.

     ARRAY has been marketed primarily to the United States direct sales
industry.  While direct sales organizations stand to benefit greatly from the
capabilities of the Internet, the industry has been slow to embrace the
Internet in a coherent fashion.  The industry required an affordable,
integrated web-based solution that allows (i) parent corporations to interact
with a vast network of independent distributors and (ii) 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 from a regulatory
compliance, corporate image and public relations standpoint, which ARRAY
allows them to accomplish

                                4
<PAGE>

     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, 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 strong 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 downline 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 compel this existing
sales network to sell 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.  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 aggressively promote the product
to the sales organization.  Recurring revenues are created by providing
independent affiliates with their own e-commerce enabled websites for an
initial set-up fee and monthly hosting fee.  Value-added services will be
available to the affiliates for an 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 adopted by several large direct sales companies, including
such industry leaders as New Vision and Tupperware.  Thousands of independent
distributors are currently using the product at an average price of $15.00 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, healthcare and financial
services industries, among many others.

     Competition

     There are now numerous other self-replicating website development
programs available on the market.  ARRAY does not currently face significant
direct competition in the markets we are pursuing.  ARRAY competes primarily
with custom, proprietary enterprise solutions usually developed internally or
outsourced by a company.  These proprietary solutions are expensive and
difficult to implement and maintain.  Kinzan.com represents a very good
example of a competitor that provides similar services as ARRAY.  Kinzan.com
develops distributed

                                5

<PAGE>

e-commerce enabled web networks with centralized administrative functions.
Kinzan.com targets primarily traditional offline retailers, franchisers,
durable goods manufacturers, media companies and professional organizations.

     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.

     We maintain our competitive position because our program is easy to use
and functional.  Also, we have focused our 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

     We do not depend on outside suppliers because our technology is developed
internally and our clients' web sites are hosted in-house on our own servers.
We do use established telecom providers for our T-1's and other lines and
Internet access.  However, we rely on multiple providers in order to ensure
redundancy and adequate backup.  In addition, we use computer manufactures for
our hardware needs, but do not rely on a specific manufacturer.

     Major Customers

     During the years ended December 31, 2002 and 2001, we had one customer,
Tupperware Corporation,  that accounted for nearly 12% of our total revenues.
For the 2002 year we had several large ARRAY customers who accounted for over
20% of our total revenues compared to over 75% of our revenues coming from
small office/home office customers.  For the 2001 year over 75% of our total
revenues were from the small office/home office customers and 20% of our total
revenues were generated by our ARRAY clients.

     During the year ended December 31, 2002, Professional Marketing
International provided leads to us that generated 67% of total revenues
compared to 82% of total revenues generated by leads from Professional
Marketing International for the 2001 year.

     Intellectual Property

     Until now, 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 Area, with its umbrella control and
processing capabilities, is unique.  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 trademark for
"Hot Site Caf " and has a copyright for ARRAY.

     Employees

     IDI Global does not have any employees.  However, Internet Development
currently employs 54 full time employees.  Our employees are not presently
covered by any collective bargaining agreement.  We believe that our relations
with our employees are good, and we have not experienced any work stoppages.

                 ITEM 2: DESCRIPTION OF PROPERTY

     Our operations are headquartered in a new 12,685 square foot facility
located in the Stratford Park

                                6
<PAGE>

business complex in Orem, Utah.  Internet Development entered into a lease
agreement with Stratford Park, L.C on July 7, 2002.  The lease provides for a
five year term, which commenced on September 1, 2000, and expires on August
30, 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.

                    ITEM 3: LEGAL PROCEEDINGS

    On December 1999, Gary Winterton, a former employee of idiglobal.com
brought suit in the Fourth District Court for Utah County against
idiglobal.com alleging he was not fully compensated under his employment
contract because he was not given 12.5% of idiglobal.com's common stock and he
alleged that idiglobal.com slandered him by informing other employees of his
position with that company, and that his treatment by that company was
unlawful under Utah's racketeering statute.  On March 18, 2002, we filed a
motion for summary judgment, and Mr. Winterton filed a memorandum in
opposition to summary judgment on May 3, 2002.  Then we filed a reply on May
29, 2002.  On June 4, 2002, a hearing for summary judgment was conducted and
on July 3, 2002, the judge issued a Memorandum Decision which granted summary
judgment on the disparagement claim, but denied summary judgment on the
remaining claims.  Management believes we have adequate documentation to
refute these claims and we anticipate that we will take this matter to court.

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

     We have not submitted a matter to a vote of our shareholders during the
fourth quarter of the 2002 fiscal year.

                             PART II

ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Our common stock is listed on the NASD OTC Bulletin Board under the
symbol "IDIB."  Prior to January 25, 2002, our symbol was "BENN."  We had
little market activity in our stock prior to January 25, 2002.  The following
table presents the range of the high and low bid of our stock as reported by
the OTC Bulletin Board.  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
     -----    -------------          --------   -------

     2002     March 31               $ 5.20     $ 2.75
              June 30                  6.10       2.00
              September 30             2.61       0.53
              December 31              0.60       0.16

     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; 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


                                7
<PAGE>

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 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 January 30, 2002, we had approximately 110 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.  We are not presently subject to any
restriction on our present or future ability to pay any dividends, but the
payment of any cash dividends on our common stock is unlikely.  However, our
Board of Directors may revisit this matter from time to time and may determine
our earnings, financial condition, capital requirements and other factors
allow for the payment of dividends.

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.


               Equity Compensation Plan Information

individual compensation arrangements.


               Equity Compensation Plan Information
----------------------------------------------------------------------------
                                                            Number of
                                                            securities
                                                            remaining
                                                            available for
                                                            future issuance
                                                            under equity
                 Number of securities   Weighted-average    compensation
                 to be issued upon      exercise price of   plans (excluding
                 exercise of out-       outstanding         securities
                 standing options,      options, warrants   reflected
Plan category    warrants and rights    and rights          in column (a))
                        (a)                (b)                  (c)
---------------- ---------------------- ------------------- -----------------
Equity compen-
sation plans
approved by
security holders         0                     0                0

Equity compen-
sation plans not
approved by          6,075,155             $ 0.15               0
security holders       800,000               3.12               0
-----------------------------------------------------------------------------
Total                6,875,155             $ 0.49               0
-----------------------------------------------------------------------------


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<PAGE>

     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 5,156,000 shares of IDI Global's common stock.  These
options expire through April 2007 and have exercise prices up to $0.50 per
share.

     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.

Recent Sales of Unregistered Securities

     The following discussion describes all securities sold by us within the
past three years without registration:

     On December 16, 2002, we granted 250,000 shares, valued at $62,500, to
Douglas J. Burdick in consideration for a marketing/licensing agreement for
technology.  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.

     On November 1, 2002, we granted options to purchase 500,000 shares of our
common stock to non-qualified employees for technology.  The options were
valued at $88,700 based on the Black-Scholes pricing model.  The options have
an exercise price of $0.20, a vesting period of two years and expire five
years from the date of issuance, November 1, 2007.  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.

     On November 1, 2002, we granted options to purchase 1,091,155 shares of
our common stock to qualified employees.  The options were valued at $193,570
based on the Black-Scholes pricing model.  The options have an exercise price
of $0.20, a vesting period of two years and expire five years from the date of
issuance, November 1, 2007.   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.

     On July 31, 2002, we granted warrants to purchase an aggregate of 800,000
common shares to Summit Resource Group, Inc. in consideration for investor
relations consulting services.  The exercise prices of the warrants are
500,000 shares at $2.75, with 250,000 vesting on July 31, 2002, and 250,000
vesting on September 1, 2002.  Then the remaining 300,000 shares have an
exercise price of  $3.75 and vest November 1, 2002.  All of the warrants have
a five year expiration and include registration rights. 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.

     On January 16, 2002, we agreed to issue 7,500,000 shares of our common
stock, valued at approximately $1.5 million, to idiglobal.com's seventeen
shareholders in exchange for 100% of idiglobal.com's shares.  We relied upon
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

                                9
<PAGE>

securities would bear a legend restricting their transfer.

     We believe that, in light of the foregoing, the sale of our securities to
the respective acquirers did not constitute the sale of an unregistered
security in violation of the federal securities laws and regulations by reason
of the exemptions provided under Sections  3(b) and 4(2) of the Securities
Act, and the rules and regulations promulgated thereunder.

         ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS

    We are a holding company with one wholly-owned subsidiary, Internet
Development, Inc.   Internet Development designs, develops and markets
user-friendly, Internet-based software applications and development tools on
an integrated service platform for small business customers and customers that
have large affiliate networks.  We also provide Internet-based applications to
small business and home office businesses that require web and e-commerce
tools to create a virtual presence on the Internet.

      Forward Triangular Merger - On March 14, 2002, IDI Global completed a
forward triangular merger between Internet Development and idiglobal.com, Inc.
Per the terms of the arm's-length agreement, Internet Development delivered
approximately 7,500,000 shares of IDI Global common stock, valued at $1.5
million, to the idiglobal.com's  shareholders in exchange for their
idiglobal.com shares.  For accounting purposes, this transaction was treated
as a reverse acquisition with idiglobal.com being the accounting acquirer.
Accordingly, idiglobal.com's results of operation are consolidated with IDI
Global's from the closing date and all historical information prior to the
acquisition date is that of idiglobal.com.

Results of Operations

     The following discussions should be read in conjunction with the
financial statements included with this report and comparisons are presented
for the three and years ended December 31, 2002 and 2001.  The 2001 periods
depict historical information of idiglobal.com.

     Revenues - Revenues include sales of software and other products and
training and consulting services. Net revenues decreased by $1,118,656, or
8.3%, for the year ended December 31, 2002, compared to the year ended
December 31, 2001.  The decrease in revenues for the year ended December 31,
2002, was attributable to the loss of third-party referral sources during the
first quarter of 2002.  These third-party referral sources generated
significant revenues in the 2001 first quarter.

     Cost of Sales - 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.  Cost of sales decreased by
$1,265,534 or 13.0%, for the 2002 year compared to the 2001 year.  The
decrease in the commissions was due to sales being made in-house and lowering
the commissions paid to third-party referral sources.  Cost of sales decreased
from 72.5% of net revenues for the 2001 year to 68.8% of net revenues for the
2002 year.  The decrease as a percentage of net revenues was primarily due to
the change in our commission structure, which also accounts for the loss of
third-party referral sources.

     Gross Profit - Gross profit increased by $146,878, or 4.0%, for the 2002
year compared to the 2001 year.  As a percentage of revenues, gross profit
increased  from 27.4% for the 2001 year to 31.1% for the same period in 2002.

     Selling, General and Administrative  - Selling expenses consist of both
sales and marketing expenses, including department salaries and benefits,
advertising, and other related expenses. General and administrative expenses
include salaries and benefits, rental of office space, professional fees and
other general office expenses.

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<PAGE>

These expenses increased by $848,370, or 25.6%, for the 2002 year compared to
the 2001 year.  The increase in these expenses was primarily due to increased
costs from building in-house sales floors, as well as marketing costs for lead
generation.  As a percentage of revenues, these expenses increased from 24.6%
for the 2001 year to 33.8% for the 2002 year.

     Operating Income - Operating income decreased by $701,493, or 191.1%, for
the 2002 year compared to the 2001 year.  As discussed above, the 2002 year
decrease was primarily the result of an exceptionally successful 2001 first
quarter and loss of third-party referral sources in the 2002 first quarter.
Operating margins decreased from 10.0% in the 2001 year  to a negative 8.7% in
the 2002 year.  Earnings before interest, taxes, and other expense were a
negative $334,460 for the 2002 year and a positive $367,032 for the 2001 year.

     Other Income (Expense) - Total other income of $118,912 for the 2002 year
consisted of interest income primarily related to interest paid by our bank
for deposits held in sweep accounts during the year, as well as sales of
miscellaneous products.  We recorded total other expense of $128,073 for the
2001 year, which was primarily the result of accrued interest for loans from
shareholders.

     Net Income - Net income decreased by $477,879, or 295.3%, for the 2002
year compared to 2001 year.   Our earnings per share of common stock was a
negative $0.03 for the 2002 year compared to a positive $0.01 for the 2001
year.

Liquidity and Capital Resources

     In March 2002 we completed our acquisition of idiglobal.com and became a
revenue generating company on a consolidated basis.  While we have recorded
net income for the 2002 year on a consolidated basis, changes in our sales
strategy related to development of in-house sales floors and changes in our
commission structure reduced our net income for the year ended December 31,
2002.  Management intends to improve revenues and expand our business through
targeted mergers and acquisitions and the continued development of our sales
and marketing force.

     At December 31, 2002, we had $172,965 cash on hand compared to $204,664
as of December 31, 2001.  Total current assets at December 31, 2002, were
$1,112,432 compared to $1,127,297 at the 2001 year end.  Total current
liabilities were $2,182,947 at December 31, 2002, compared to $1,842,722 at
the 2001 year end.  The December 31, 2002, total current liabilities are
primarily the result of $1,204,733 of notes payable, with interest rates from
8% interest to 12% interest.  Our accumulated deficit totaled $1,585,952 at
the end of the 2002 year compared to $1,269,883 at the 2001 year end.

     Net cash used by operating activities for the 2002 year was $270,132
compared to net cash provided by operating activities of $639,384 for the 2001
year.  Net cash used by investing activities was $41,800 for the 2002 year
compared to $56,006 for the 2001 year and was primarily related to purchase of
software and equipment.  Net cash provided by financing activities was
$286,607 for the 2002 year compared to $189,647 for the 2001 year and was
primarily the result of principal payments offsetting proceeds from the
issuance of notes payable.

     Commitments and Contingencies - Our principle commitments consist of
operating leases for office space in Orem, Utah, and Salt Lake City, Utah.  As
of December 31, 2002, the total monthly lease payments for two offices is
$16,393 and our future lease payments on leases were $528,048 through 2005.

     During the 2002 year we attempted to mediate a legal dispute with a
former employee who has claimed the right to a significant stock position and
the right to certain commissions he alleges he earned during his employment
with us.  (See, Legal Proceedings, above.)  After hours of mediation the
likelihood of resolving these issues was considered impossible because the
settlement offers presented were not financially possible for us.  We believe
we have adequate documentation to refute these claims and we anticipate that
we will take this matter to court.  We incurred significant legal fees,
approximately $118,000, during the 2002 year related to this matter.

                                11
<PAGE>

Legal expense has more than doubled to over $270,000 for the year ended
December 31, 2002 as compared to the same period last year.  Most of these
legal fees are attributable to the legal proceeding related to this previous
employee.  Without these additional legal expenses we would have recorded only
a slight loss in income for the quarter

     We also have two secured convertible promissory notes that are
outstanding.  On April 16, 2001, idiglobal.com granted a secured convertible
promissory note to Kevin R. Griffith.  idiglobal.com assumed the obligation 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.  The note is payable in full on the earlier of: (i)
July 1, 2002; (ii) default; (iii) closing of the sale of securities pursuant
to a registration statement filed by idiglobal.com; or (iv) five days after
the breach of the agreement by idiglobal.com.  Late fees of 5% may be due if
the note is paid late.  This note is past due as of the date of this filing.

     The second convertible promissory note had terms similar to the Griffith
note and was entered into on December 27, 2000.   idiglobal.com granted a
secured convertible promissory note to CasePak, Inc., a Utah corporation.
CasePak loaned idiglobal.com $200,000, at 12% annual interest.  The promissory
note also provided for a 3% loan origination fee of $6,000 to be paid to
CasePak.  The amount due under the note may be converted into common stock at
$0.20 per share.  The note is payable in full on the earlier of: (i) July 1,
2002; (ii) default; (iii) closing of the sale of securities pursuant to a
registration statement filed by idiglobal.com; or (iv) five days after the
breach of the agreement by idiglobal.com.  Late fees of 5% may be due if the
note is paid late.  This note is past due as of the date of this filing.

     Financing - While we are able to fund our operations by revenues and
loans for the short term, we anticipate future acquisitions will increase
revenues to fund operations and our growth over time.  We have taken steps to
reduce our monthly burn rate and to become cash flow positive, but we believe
we may need an additional $1 million to $2 million in 2002 to continue to keep
up with technological improvements and further our business development
strategies during the next twelve months.  We operate in a very competitive
industry in which large amounts of capital are required in order to
continually develop and promote products.  Many of our competitors have
significantly greater capital resources than we do.  We believe we will need
to continue to raise additional capital, both internally and externally, in
order to successfully compete.

     Should external capital be required, we intend to structure private
placements of our common stock pursuant to exemptions from the registration
requirements provided by federal and state securities laws.  The purchasers
and manner of issuance will be determined according to our financial needs and
the available exemptions.  However, based on current market conditions in the
technology sector and the uncertainty caused by the conflict in Iraq, we may
be unable to consummate a private placement on acceptable terms.  We also note
that if we issue more shares of our common stock our stockholders may
experience dilution in the value per share of their common stock.

     Management may investigate acquisitions in order to acquire technology.
We cannot predict the manner in which we may complete future acquisitions and
management will determine the method used based upon our review 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
likely will acquire a business opportunity through the issuance of common
stock or other securities.  We expect to issue private placements of stock
pursuant to exemptions provided by federal and state securities laws.  The
purchasers and manner of issuance will be determined according to our
financial needs and the available exemptions.  We also note that if we issue
more shares of our common stock our shareholders may experience dilution in
the value per share of their common stock.


                                12
<PAGE>

Risks of the Business

..    We are unable to satisfy certain of our obligations through our generated
revenues.  Our revenues and operating results have varied significantly from
period to period.  Although our earnings are becoming more predictable as the
market for our services and products begins to mature, our revenues and
operating results can be expected to fluctuate somewhat for a variety of
reasons beyond our control, which may result in our quarterly operating
results from time to time being below the expectations of public market
analysts and investors.  In that case, we expect that the price of our common
stock would be materially and adversely affected.

..    We may need additional external capital and may be unable to raise it.
Based on our current growth plan we believe we may require $1 to $2 million
additional financing within the next twelve months to remain competitive in
our market.  Our success will depend upon our ability to access equity capital
markets and borrow on terms that are financially advantageous to us.  Also, we
may not be able to obtain additional funds on acceptable terms.  If we fail to
obtain funds on acceptable terms, then we might be forced to delay or abandon
some or all of our business plans.  If we are unable to obtain additional
capital, then we may not have sufficient working capital to develop products,
finance acquisitions, or pursue business opportunities.  If we borrow funds,
we could be forced to use a large portion of our cash reserves to repay
principal and interest on those funds.  If we issue our securities for
capital, the interests of investors and shareholders could be diluted.

..    We rely on co-marketing alliances to generate clients, end-users, and
revenue, and these agreements might hinder us from directly contacting
potential clients in certain industries.  We have key co-marketing
arrangements with strategic partners in order to use 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.  Also, 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.

..    We are dependent upon certain relationships with third parties, the loss
of which may result in loss of customers.   We are dependent upon certain
merchant and banking relationships, as well as strategic relationships with
third parties, who provide payment gateways to all our customers. Failure of
these financial institutions and third parties to continue to provide services
in a satisfactory way to our customers could result in our loss of the
business of the merchants to whom we sell products and services. 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. In that instance, our customers may terminate their agreements with
us and move their business to our competitors, which could have a significant
effect on our revenues and earnings.

..    Our sales may suffer if we lose certain outside referral sources.   We
currently derive approximately 70% of our customer referrals from outside
sources.  While we do not believe that these sources are irreplaceable, the
loss of these referral sources could have a material adverse effect on our
revenues.  We are in the process of limiting our reliance upon these outside
sources for customer referrals, we anticipate that a majority of our referrals
will be generated by these sources for the foreseeable future.

..    We expect our operating results to fluctuate, which makes it difficult to
predict future performance. We expect a portion of our revenue stream to come
from set-up and other fees charged to new customers, which will fluctuate in
amount. Sign-up for Internet e-commerce and web hosting services tend to be
cyclical in nature.  In addition, a relatively large portion of our expenses
will be fixed in the short-term, particularly with respect to data
communications and telecommunications costs, depreciation, real estate and
personnel. Therefore, our future operating results will be particularly
sensitive to fluctuations in revenues because of these and other short-term
fixed costs.
     Period-to-period comparisons of operating results is not necessarily
meaningful and should not be relied

                                13
<PAGE>


upon as an indicator of future performance.  Also, we could potentially
experience significant fluctuations in future operating results caused by a
variety of factors, many of which are outside of our control, including:
     .   demand for and market acceptance of new Internet services;
     .   the introduction or enhancement of Internet services or access by us
         and/or our competitors;
     .   capacity utilization;
     .   technical difficulties, system downtime, or Internet brownouts;
     .   fluctuations in data communications and telecommunications costs;
     .   subscriber retention;
     .   the timing and magnitude of capital expenditures and requirements;
     .   costs relating to the expansion or upgrading of operations,
         facilities, and infrastructure;
     .   changes in our pricing policies and those of our competitors;
     .   changes in regulatory laws and policies; and
     .   general economic conditions, particularly those related to the
         Internet industry.

..    Our business strategies and financial projections are based on various
factors and assumptions, which may prove to be incorrect.  The information
about our business has been prepared by us and is based on a number of
variables, hypotheticals and assumptions about various matters, including the
following:
     o   General Internet industry information from third-party sources,
         including information respecting level of usage, continued growth,
         security protocol development, and other matters;
     o   Expectations of management regarding managerial and financial
         resources available to us;
     o   Anticipated results of advertising and marketing activities;
     o   Estimates of market size and characteristics;
     o   Competitive conditions;
     o   Future capital requirements; and
     o   Rates of growth.
This information is based on present circumstances, third party data believed
reliable, but not fully verified or verifiable by management, our estimates,
and on events that have not occurred, which may not occur, or which may occur
with different sequences and consequences from those now assumed or
anticipated. All information, estimates, and projections must be considered in
light of the emerging nature of the Internet industry and the uniqueness of
our business plan and strategy. If investors were to consult with their own
advisors or other industry experts, it should be expected that their views may
differ from those set forth herein. No assurance can be given that all
material assumptions have been considered. No representation or warranty of
any kind is made by us, and none should be inferred, respecting the future
accuracy or completeness of these forward-looking material.

..    We are subject to risks associated with research and development of new
products.   The electronic commerce, web hosting and merchant processing
markets in which we compete are characterized by technological change, new
product introductions, evolving industry standards and changing customer
needs. In order 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.
We could lose customers if  the 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 them
less desirable by 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 issue that arises with a new product or service could
result in significant processing or reporting errors. As a result of these
factors, our research and development efforts could result in increased costs
that could reduce our operating profit, a loss of revenue if promised new
products are not timely delivered to our customers, or a loss of revenue or
possible claims for damages if new products and services do not perform as
anticipated.


                                14
<PAGE>

..    If competitive practices prevent our passing along all these increased
fees to our merchant customers in the future, we would have to absorb a
portion of these increases thereby increasing our operating costs and reducing
our profit margin.  Our revenues from merchant account processing are
dependant upon our continued merchant relationships which are highly sensitive
and can be canceled if customer charge-backs escalate and generate concern
that the company has held back sufficient funds in reserve accounts to cover
these charge-backs.  Cancellation by our merchant providers would most likely
result in the loss of new customers and lead to a reduction in our revenues.
 From time to time, VISA and MasterCard increase the fees that they charge
processors.  We may attempt to pass these increases along to our merchant
customers, but this might result in the loss of those customers to our
competitors who do not pass along the increases.

..    We are subject to intense competition from large and small companies
which limits our ability to obtain market share.  We face competition in the
overall Internet software market, as well as in the web site building market.
Our success in obtaining market share will depend upon our ability to build
name brand recognition and to provide cost-effective products and services to
our customers.  We have developed our products to meet the needs of small
businesses and we believe the generality of our competitors' services may be
inadequately addressing our potential customers' needs. We expect competition
to persist, increase, and intensify in the future as the markets for our
products and services continue to develop and as additional competitors enter
our market.  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 were to bundle
competing products for their customers, it could adversely affect our ability
to obtain market share and may force our prices down.

..   We may experience software defects which may damage customer relations.
Despite rigorous testing, our software may nevertheless contain undetected
bugs, 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.

..    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.  We would be unable to deliver
our payment processing services or hosting services if our system
infrastructures break down or are otherwise interrupted.  Events that could
cause system interruptions are:
     .  fire,
     .  earthquake, power loss, terrorist attacks,
     .  telecommunications failure, and
     .  unauthorized entry or other events.
     Although we regularly back up data from operations, and take other
measures to protect against loss of data, there is still some risk of these
losses.
     Despite the security measures we maintain, our infrastructure may be
vulnerable to computer viruses, hackers, rouge employees or similar sources of
disruption.  Any problem of this nature could result in significant liability
to customers or financial institutions and also may deter potential customers
from using our services.  We attempt to limit this sort of liability through
back-up systems, contractual provisions, insurance, and other security
measures.  However, we cannot assure you 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, a breach 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.


                                15
<PAGE>

..    We depend upon our proprietary rights, none of which can be completely
safeguarded against  infringement.  Our ability to compete effectively will
depend, in part, upon our ability to, through a combination of licenses and
trade secrets. Intellectual property rights, by their nature, are uncertain
and involve complex legal and factual questions.
     We rely upon trade secrets with respect to our source code and
functionalities and other unpatented 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.
     If employees or collaborators develop products independently that may be
applicable to our products under development, 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.  It would be impossible to predict whether litigation
might be successful.


                   ITEM 7: FINANCIAL STATEMENTS



                IDI GLOBAL, INC. AND SUBSIDIARIES

                Consolidated Financial Statements

                    December 31, 2002 and 2001




<PAGE> 16

                         C O N T E N T S


Auditor's Report............................................................3

Consolidated Balance Sheets.................................................4

Consolidated Statements of Operations.......................................6

Consolidated Statements of Stockholders' Equity.............................7

Consolidated Statements of Cash Flows.......................................8

Notes to the Consolidated Financial Statements.............................10


<PAGE> 17


                      CHISHOLM & ASSOCIATES
A Professional           Certified Public Accountants    Office (801)292-8756
Corporation                    P.O. Box 540216              Fax (801)292-8809
                   North Salt Lake, Utah 84054
_____________________________________________________________________________


                   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, 2002 and the related consolidated
statements of operations, stockholders' equity and cash flows for the year
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.  The consolidated
financial statements of IDI Global, Inc. and Subsidiaries at December 31, 2001
were audited by other auditors whose report, dated January 25, 2002, expressed
an unqualified opinion.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  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 audit provides 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, 2002 and the results
of its operations and cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.



/s/ Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
January 27, 2003


<PAGE> 18


                 IDIGlobal, Inc. and Subsidiaries
                   Consolidated Balance Sheets

                              ASSETS

                                                           December 31,
                                                        2002         2001
                                                   ------------- -------------
Current Assets
  Cash                                             $    172,965  $    204,664
  Restricted Cash                                       847,980       841,606
  Accounts Receivable                                    86,122        81,027
  Other Receivables(Net of Allowance of
    $72,000 and $0, Respectively)                             -             -
  Inventory                                               5,365             -
                                                   ------------- -------------

    Total Current Assets                              1,112,432     1,127,297

Software and Equipment, Net                             148,851       176,993

Other Assets
  Marketing Rights                                      151,200             -
  Deferred Income Taxes                                 220,320       195,943
  Deposits                                              165,110        71,016
  Prepaid Expenses                                            -         1,420
                                                   ------------- -------------

    Total Other Assets                                  536,630       268,379
                                                   ------------- -------------

    Total Assets                                   $  1,797,913  $  1,572,669
                                                   ============= =============




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



                                4
<PAGE> 19



                 IDIGlobal, Inc. and Subsidiaries
                   Consolidated Balance Sheets



               LIABILITIES AND STOCKHOLDERS' EQUITY

                                                            December 31,
                                                         2002        2001
                                                   ------------- -------------
Current Liabilities
  Accounts Payable                                 $    157,524  $    121,022
  Accrued Expenses                                      725,590       520,122
  Income Taxes Payable                                      100           100
  Reserve for Refunds and Chargebacks                    95,000       233,353
  Notes Payable                                       1,204,733       968,125
                                                   ------------- -------------

    Total Current Liabilities                         2,182,947     1,842,722

Deferred Income Tax Liability                            20,320        20,432
                                                   ------------- -------------

    Total Liabilities                                 2,203,267     1,863,154

Stockholders' Equity
  Preferred Stock, Authorized 8,000,000 Shares,
    $.0001 Par Value, Issued and Outstanding -0-              -             -
  Common Stock, Authorized 50,000,000 Shares,
    $.001 Par Value, Issued and Outstanding
    11,750,000 and 14,192,500, Respectively              11,750         1,779
  Additional Paid in Capital                          1,168,848       977,619
  Retained Earnings (Deficit)                        (1,585,952)   (1,269,883)
                                                   ------------- -------------

    Total Stockholders' Equity                         (405,354)     (290,485)
                                                   ------------- -------------

    Total Liabilities and Stockholders' Equity     $  1,797,913  $  1,572,669
                                                   ============= =============




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


                                5


<PAGE> 20

                 IDIGlobal, Inc. and Subsidiaries
              Consolidated Statements of Operations


                                                        For the Year Ended
                                                           December 31,
                                                           2002     2001
                                                   ------------- -------------
Revenues, Net
  Product Sales                                    $ 11,571,840  $ 12,424,842
  Training Revenues                                     731,608       997,261
                                                   ------------- -------------
    Total Revenues                                   12,303,448    13,422,103
                                                   ------------- -------------
Cost of Sales
  Product Costs                                       8,107,072     9,238,462
  Training Costs                                        368,678       502,821
                                                   ------------- -------------
    Total cost of sales                               8,475,750     9,741,283
                                                   ------------- -------------

Gross Profit (Loss)                                   3,827,698     3,680,820
                                                   ------------- -------------
Operating Expenses
  General & Administrative                            4,162,159     3,313,788
                                                   ------------- -------------

    Total Operating Expenses                          4,162,159     3,313,788
                                                   ------------- -------------

Net Operating Income (Loss)                            (334,461)      367,032
                                                   ------------- -------------
Other Income(Expense)
  Interest Income                                         6,927        19,564
  Interest Expense                                     (124,909)     (128,073)
  Other Income (Expense)                                111,985         1,834
                                                   ------------- -------------

    Total Other Income(Expense)                          (5,997)     (106,675)
                                                   ------------- -------------

Income (Loss) Before Income Taxes                      (340,458)      260,357

Income Tax Expense
  Income Tax Expense                                        100           100
  Deferred Income Tax (Benefit) Expense                 (24,489)       98,447
                                                   ------------- -------------

    Total Income Tax Expense                            (24,389)       98,547
                                                   ------------- -------------

Net Income (Loss)                                  $   (316,069) $    161,810
                                                   ============= =============

Net Income (Loss) Per Share                        $      (0.03) $       0.01
                                                   ============= =============

Weighted Average Shares Outstanding                  11,509,722    11,295,732
                                                   ============= =============


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


                                        6
<PAGE> 21
<TABLE>
<CAPTION>

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


                                                                               Additional    Retained
                                    Common Stock          Preferred Stock        Paid-in     Earnings
                                Shares       Amount      Shares       Amount     Capital     (Deficit)
                             ------------- ---------- ------------- ---------- ------------ -------------
<S>                          <C>           <C>        <C>           <C>        <C>          <C>
Balance December 31, 2000      16,142,500  $   1,614     1,117,500  $     112  $   967,672  $ (1,431,693)

September 2001 - stock
 issued for services at
 $0.20 per share                   50,000          5             -          -        9,995             -

September 2001 -
 cancellation of  shares       (3,600,000)         -             -          -            -             -

September 2001 - stock
 issued in exchange for
 preferred shares               1,600,000        160    (1,117,500)      (112)         (48)            -

Net income for the year
 ended December 31, 2001                -          -             -          -            -       161,810
                             ------------- ---------- ------------- ---------- ------------ -------------

Balance, December 31, 2001     14,192,500      1,779             -          -      977,619    (1,269,883)

January 2002 - stock issued
 for conversion of debt at
 $0.07 per share                4,385,000        439             -          -      299,561             -

January 2002 -
 cancellation of shares        (3,960,029)      (396)            -          -          396             -

January 2002 - shares
 redeemed from shareholders
 at $0.07 per share            (3,654,971)      (366)            -          -     (249,634)            -

January 2002 - reverse
  stock split pursuant to
  reverse acquisition          (3,462,500)      (346)            -          -          346             -

January 2002 - share
 adjustment for reverse
 acquisition to record the
 shareholders remaining
 from Bennion                   4,000,000     10,390             -          -      (10,390)            -

November 2002 - options
 issued for marketing rights            -          -             -          -       88,700             -

December 2002 - shares
 issued for marketing rights
 at $0.25 per share               250,000        250             -          -       62,250             -

Net loss for the year ended
  December 31, 2002                     -          -             -          -            -      (316,069)
                             ------------- ---------- ------------- ---------- ------------ -------------

Balance, December 31, 2002     11,750,000  $  11,750             -  $       -  $ 1,168,848  $ (1,585,952)
                             ============= ========== ============= ========== ============ =============


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

                                        7
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>



                     IDIGlobal, Inc. and Subsidiaries
                  Consolidated Statements of Cash Flows

                                                                     For the Year Ended
                                                                        December 31,
                                                                       2002           2001
                                                                   ------------- -------------
<S>                                                                <C>           <C>

Cash Flows from Operating Activities:
  Net Income (Loss)                                                $   (316,069) $    161,810
  Adjustments to Reconcile Net Loss to Net Cash
   Provided by Operations:
     Depreciation & Amortization                                         69,943        72,193
     (Gain) Loss on Disposal of Assets                                        -        (1,836)
     Bad Debts                                                           72,000             -
     Deferred Income Taxes                                              (24,489)       98,447
     Stock Issued for Services                                                -        10,000
  Change in Operating Assets and Liabilities:
     (Increase) Decrease in:
     Accounts Receivable                                                 (5,095)       43,253
     Other Receivables                                                  (72,000)            -
     Inventories                                                         (5,365)        4,966
     Other Assets                                                       (92,674)      (53,406)
     Increase (Decrease) in:
     Accounts Payable                                                    36,502       (32,083)
     Accrued Expenses                                                   205,468       123,815
     Reserved for Refunds and Chargebacks                              (138,353)      212,225
                                                                   ------------- -------------

  Net Cash Provided(Used) by Operating Activities                      (270,132)      639,384

Cash Flows from Investing Activities:
  Purchase of Software and Equipment                                    (41,800)      (59,106)
  Proceeds from Sale of Equipment                                             -         3,100
                                                                   ------------- -------------

  Net Cash Provided (Used) by Investing Activities                      (41,800)      (56,006)


Cash Flows from Financing Activities:
  Proceeds from Issuance of Notes Payable                               606,400       308,308
  Principal Payments on Notes Payable                                  (319,793)     (118,661)
                                                                   ------------- -------------

  Net Cash Provided (Used) by Financing Activities                      286,607       189,647
                                                                   ------------- -------------

Decrease (Decrease) in Cash                                             (25,325)      773,025

Cash and Cash Equivalents at Beginning of Period                      1,046,270       273,245
                                                                   ------------- -------------

Cash and Cash Equivalents at End of Period                         $  1,020,945  $  1,046,270
                                                                   ============= =============


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



                                    8
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>

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


                                                                       For the Year Ended
                                                                          December 31,
                                                                       2002           2001
                                                                   ------------- -------------
<S>                                                                <C>           <C>
Cash Paid For:
   Interest                                                        $     91,310  $    42,558
   Income Taxes                                                    $        100  $       100

Non-Cash Investing and Financing Activities:
   Stock Issued for Services                                       $          -  $    10,000
   Note Issued for Treasury Stock                                  $    250,000  $         -
   Stock Issued for Marketing Rights                               $     62,500  $         -
   Options Issued for Marketing Rights                             $     88,700  $         -
   Stock Issued for Note Payable                                   $    300,000  $         -


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


                                    9

</TABLE>
<PAGE> 24

                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001


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.

       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, 2002, the consolidated financial
statements  include the books and records of IDIGlobal, Inc., Internet
Development, Inc., and idiglobal.com. For the year ended December 31, 2001,
the consolidated financial statements include the books and records of
IDIGlobal, Inc., Internet Development, and idiglobal.com.  All inter-company
transactions and accounts have been eliminated in the consolidation.

                                10
<PAGE> 25

                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

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 has not been established as
management deems all accounts receivable to be fully collectible as of
December 31 2002 and 2001.

       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,
2002.

       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, 2002 and 2001:

                                                       2002          2001
                                                 ------------- -------------

       Funds held by merchant account provider   $    146,472  $     50,000
       Lease deposits                                  18,638        21,016
                                                 ------------- -------------

                                                 $    165,110  $     71,016
                                                 ============= =============

       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 2002, the merchant account provider withheld an additional
$96,472.  The balance of the deposits at December 31, 2002 and 2001 is
$146,472 and $50,000, respectively.

                                11
<PAGE> 26

                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       i.  Property and Equipment

       Software and equipment as of December 31, 2002 and 2001 consists of the
following  and are recorded at cost:

                                                       2002          2001
                                                  ------------- --------------
       Computer equipment                         $    244,691  $     223,667
       Software and loan costs                          54,085         48,433
       Office equipment                                 86,841         79,161
       Furniture and fixtures                           59,159         51,714
       Leasehold improvements                            2,500          2,500
                                                  ------------- --------------
         Total fixed assets                            447,276        405,475
         Accumulated depreciation                     (298,425)      (228,482)
                                                  ------------- --------------
               Net software and equipment         $    148,851  $     176,993
                                                  ============= ==============

       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 charged to operations was $69,943 and $72,193 for the
years ended December 31, 2002 and 2001 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, 2002 and 2001, no impairments were
recognized.

       j.  Marketing Rights

       In accordance with Financial Accounting Standards Board Statement No.
142, the Company does not amortize intangibles.  Intangibles are assessed for
impairment on an annual basis.  As of December 31, 2002, no impairment was
recognized.

                                12
<PAGE> 27



                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       j.  Marketing Rights (Continued)

       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.  The Company intends to begin marketing the model in 2003.

       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.  Fully diluted earnings per share has not been
presented, because the earnings per share is the same.  Outstanding warrants
and employee stock options have been eliminated in the fully diluted earnings
per share due to their anti-dilutive effect

                                                 For the Years Ended
                                                    December 31,
                                                 2002          2001
                                             ------------- -------------
       Income (Loss)(numerator)              $   (316,069) $    161,810
       Shares (denominator)                    11,509,722    11,295,732
                                             ------------- -------------
       Per Share Amount                      $      (0.03) $       0.01
                                             ============= =============

       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.  Research and Development and Software Development Costs

       Research and development costs include expenditures incurred in the
development of software products or enhancements to existing products.
Research and development costs are charged to expense as incurred.

       Differences between capitalizable software development costs, together
with appropriate amortization of capitalized costs, and actual expenditures to
date have been immaterial.  As a result, the Company has elected to expense
capitalizable software development costs as incurred.


                                13
<PAGE> 28

                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

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 2002 and 2001, 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
$85,358 and $107,741 for the years ended December 31, 2002 and 2001,
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.

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, 2002, the Company had


                                14

<PAGE> 29


                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 2 - INCOME TAXES (Continued)

net operating losses totaling approximately $1,800,000 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, 2002 and 2001 were used in
calculating the income tax liabilities, expense, and deferred taxes.

       Income tax expense for the years ended December 31, 2002 and 2001 is
computed as follows:

                                                      2002          2001
                                                 ------------- -------------
       Current:
         Federal                                 $          -  $          -
         State                                            100           100
                                                 ------------- -------------
       Deferred:
         Federal                                      (21,320)       85,251
         State                                         (3,169)       13,196
                                                 ------------- -------------
                                                      (24,489)       98,447
                                                 ------------- -------------

                                                 $    (24,389) $     98,547
                                                 ============= =============

       The income tax provision reconciled to the tax computed at the federal
statutory rate of 34 percent is as follows:
                                                       2002          2001
                                                 ------------- -------------
       Income taxes at statutory rate            $   (112,559) $     88,521
       Nondeductible expenses                          (1,671)       (3,971)
       State income taxes, net of
         federal tax benefit                          (16,782)       13,997
       Valuation allowance                            106,523             -
                                                 ------------- -------------
                                                 $    (24,489) $     98,547
                                                 ============= =============

       Deferred tax assets and liabilities consist of the following:


                                                       2002          2001
                                                 ------------- -------------
       Current deferred tax asset:
          Net operating loss                     $    674,922  $    552,847
          Less valuation allowance                   (454,602)     (356,904)
                                                 ------------- -------------

             Total deferred tax asset                 220,320       195,943

       Long-term deferred tax liability:
          Depreciation temporary differences          (20,320)      (20,432)
                                                 ------------- -------------

                Net deferred tax asset           $    200,000  $    175,511
                                                 ============= =============

       The Company has recorded a valuation allowance to reflect the estimated
amount of

                                15
<PAGE> 30

                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 2 - INCOME TAXES (Continued)

deferred tax assets which may not be realized, principally due to the
expiration of net operating loss carry forwards.  As of December 31, 2002 and
2001, a valuation allowance has been recorded in the amount of $454,602 and
$356,904, respectively.

NOTE 3 - NOTES PAYABLE

Notes payable are detailed as follows at December 31, 2002 and 2001:


                                                       2002          2001
                                                  ------------- -------------
       Note payable to stockholder, bears
       interest at 8%, payable on demand,
       unsecured                                  $          -  $    102,193

       Note payable to a former officer of the
       Company, bears interest at 8%, payable
       on demand, unsecured                                  -       300,932

       Note payable to an officer of the Company,
       bears interest at 12%, past due, unsecured      309,000       309,000

       Note payable to a corporation, bears
       interest at 12%, payable on demand,
       convertible into common stock, unsecured        206,000       206,000

       Note payable to a corporation, bears
       interest at 14%, unsecured                            -        50,000

       Note payable to a stockholder, bears
       interest at 13%, payable on demand,
       unsecured                                       606,400             -

       Note payable to a stockholder,
       non-interest bearing, payable on demand,
       unsecured                                        83,333             -
                                                  ------------- -------------

       Total Notes Payable                        $  1,204,733  $    968,125
                                                  ============= =============

NOTE 4 - CONCENTRATIONS

       The Company's carrying amount of cash deposits at December 31, 2002 was
$1,020,945, of which $272,965 was covered by federal depository insurance.

       The Company relied on an outside company for customer leads.  During
2002 and 2001, the Company's revenues generated thru this lead source was 67%
and 82%, respectively.

                                16
<PAGE> 31


                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 5 - RELATED PARTY TRANSACTIONS

       During 2002 and 2001, the Company paid $102,193 and $88,271,
respectively,  to a stockholder as a principal payment on a note payable.  The
balance of the note at December 31, 2002 and 2001 is $0 and $102,193,
respectively.

       During 2001, the Company received $309,000 from an officer of the
Company.  The balance of the note at December 31, 2002 and 2001 is $309,000.

       During 2002, a stockholder returned 3,654,971 shares of the Company's
common stock to the Company for a $250,000 note.  The Company paid $166,667 to
the stockholder.  The balance of the note at December 31, 2002 is $83,333.

       During 2002, a stockholder loaned the Company $606,400.  No payments
were made to the stockholder and the balance of the note at December 31, 2002
is $606,400.

       During 2002, the Company exchanged 4,385,000 shares of their common
stock for a  $300,000 note payable (including interest) to a former officer of
the Company.  The balance of the note at December 31, 2002 is $0.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

       The Company leases office space at two locations.  The total monthly
lease payment for the two offices is $16,393.

       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,
2002:

                   2003                      $  213,000
                   2004                         186,534
                   2005                         128,514
                                             -----------
                   Total                     $  528,048
                                             ===========

        Total expense for all operating leases at December 31, 2002 and 2001
is $257,600 and $236,525, 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



                                17
<PAGE> 32

                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the consolidated Financial Statements
                    December 31, 2002 and 2001


NOTE 7 - PENSION PLAN (Continued)

eligible for participation in the plan.  Company contributions totaled $42,400
and $30,914 ended December 31, 2002 and 2001, respectively.

NOTE 8 - STOCK OPTIONS

       In November 2002, the Company granted stock options to qualified
employees.  The options have a vesting period of 2 years and expire 5 years
from the date of issuance.  The exercise price is $0.20.  The total number of
options granted was 1,091,155.  The fair value of the stock options was
determined using the Black-Scholes pricing model with the following
assumptions: stock price at grant date $0.20, risk free rate of 4.0%, life of
5 years, volatility of 121% with no dividend yield.

      In November 2002, the Company granted stock options to a qualified
non-employees for marketing rights.  The options have a vesting period of 2
years and expire 5 years from date of issuance.  The exercise price is $0.20
per share.  The total number of options granted was 500,000.  The Company
valued the options at $88,700.  The fair value of the stock options was
determined using the Black-Scholes pricing model with the following
assumptions: stock price at grant date $0.20, risk free rate of 4.0%, life of
5 years, volatility of 121% with no dividend yield.

      In April 2001, the Company granted stock options to qualified employees.
The options have a vesting period of 3 years and expire 5 years from the date
of issuance.  The exercise price is $0.50 per share.  The total number of
options granted was 375,000.  The fair value of the stock options was
determined using the Black-Scholes pricing model with the following
assumptions: stock price at grant date $0.50, risk free rate of 4.0%, life of
5 years, volatility of 0% with no dividend yield.

      A summary of the option activity follows:

                                                                Weighted
                                                                Average
                                                 Options        Exercise
                                                 Outstanding    Price
                                                 ------------   -----------
      Outstanding, January 1, 2002                 4,820,000    $   0.13
      Granted                                      1,591,155        0.20
      Exercised                                            -           -
      Canceled/forfeited                             336,000        0.24
      Balances, December 31, 2002                  6,075,155    $   0.15


                                18
<PAGE> 33


                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the consolidated Financial Statements
                    December 31, 2002 and 2001


NOTE 8 - STOCK OPTIONS (Continued)

                                Number of         Weighted
                                 Options           Average        Weighted
                              Outstanding at      Remaining       Average
                               December 31,      Contractual      Exercise
         Exercise Prices          2002               Life           Price
         ----------------     --------------- ---------------- -------------
         $0.00                   2,000,000          0.58         $ 0.00
         $0.20                   2,109,000          0.58         $ 0.20
         $0.20                   1,591,155          0.97         $ 0.20
         $0.50                     375,000          0.33         $ 0.50



       Proforma Net Income (Loss):
                                                 December 31,   December 31,
                                                      2002          2001
                                                 ------------- -------------
       Net income(loss) as reported              $   (316,069) $    161,810
       Pro forma net income(loss)                    (509,634)      147,992
       Basic income (loss) per share as reported        (0.03)         0.01
       Pro forma income (loss) per share                (0.04)         0.01

NOTE 9 - WARRANTS

       On July 31, 2002, the Company granted 800,000 warrants in exchange for
consulting services.  All warrants are vested and have a term of 5 years.  No
compensation expense has been recognized due to the difference in the decline
of the stock price and the exercise price of the warrants .

       The following summarizes the warrant activity for 2002:

       Warrants outstanding at January 1, 2002               -
       Granted                                         800,000
       Expired                                               -
       Canceled/forfeited                                    -
                                                    -----------
       Balance, December 31, 2002                      800,000
                                                    ===========

       Weighted average exercise price of warrants
       outstanding at December 31, 2002             $     3.12
                                                    ===========


                                19
<PAGE> 34


                IDI GLOBAL, INC. AND SUBSIDIARIES
          Notes to the consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 9. WARRANTS (Continued)


                            Number of           Weighted
                            Warrants            Average          Weighted
                            Outstanding at      Remaining        Average
                            December 31,        Contractual      Exercise
         Exercise Prices    2002                Life             Price
         ---------------    --------------      ------------     ----------
         $2.75              500,000             0.95             $   2.75
         $3.75              300,000             0.95             $   3.75


NOTE 10 - SUBSEQUENT EVENT

        On January 21, 2003 the Company signed a letter of intent to acquire
Pacific Web Works, Inc. as a wholly-owned subsidiary.  In March 2003, the
Company and Pacific Webworks mutually agreed not to proceed with the closing
of the acquisition.

NOTE 11 - RESTATEMENT OF FINANCIAL STATEMENTS

Theses financial statements have been restated to correctly represent the
consolidated nature of the Company. The original statements identified New
Connexions, Inc. as a  wholly owned subsidiary, however, no shares had yet
been issued and the Company was not the owner of New Connexions, Inc. The
restatement had no effect to the financial statements, and only the
disclosures were corrected to properly present the  relationship.



<PAGE> 35


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

     We have not had a change in or disagreement with our principal
independent accountant during the past two fiscal years.


                             PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a)

     Our executive officers and directors and their respective ages, positions
and term of office are set forth below.  Biographical information for each of
those persons is also presented below.  Our bylaws provide for two directors
to serve until the next shareholder annual meeting or until he or she is
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.

Name              Age  Position Held                          Director Since
----             ----  --------------                         --------------
Steven R. Comer    42  Director, President                    January 16, 2002
Kevin R. Griffith  47  Director, CEO and Secretary/Treasurer  January 16, 2002
Paul D. Watson     36  Director                               March 6, 2002
Melanie Young      33  Controller

     Steven R. Comer served as Chief Executive Officer and Director of
idiglobal.com since January 1996.  He co-founded idiglobal.com in December of
1995.  As CEO he has had complete executive responsibility for all operations,
development, marketing, legal and financial aspects of idiglobal.com.  He has
nearly twenty years of experience in the small office/home office industry,
working in senior management positions with several national business
education and training companies.  He studied electrical engineering at
Brigham Young University.

     Kevin R. Griffith has served as Chief Executive Officer of Worldwide
Financial Holdings, Inc. from December 2000 to December 2001.  Starting March
1999 he served as Executive Vice-President and then later became President and
Director of Internet Development, Inc., a Utah corporation, which is the
wholly owned subsidiary of idiglobal.com.  From January 1998 to February 1999
he was Vice President of Teleperformance, USA.  From September 1995 to October
1998  Mr. Griffith served as a Vice-President of Citizens Communications, a
utility and technology company.  He has over twenty years of experience in
sales and marketing, finance and corporate management.  Mr. Griffith received
a bachelors in communications, magna cum laude, from Brigham Young University
in 1979.

     Paul D. Watson is the chief information officer and senior vice-president
of information technology for Teleperformance USA, a division of SRTP, Paris.
Mr. Watson started with Teleperformance in1997 and worked for that company
until 1999.  He returned to that company in 2001 through the present.  From
1999 to 2001 he was employed by Farm Management Company as its chief
information officer and vice president of information technology.  Mr. Watson
has experience in the areas of technology integration of dissimilar systems,
technology responsibility for multiple call center locations and knowledge of
Internet development and web-based applications.  He received a Masters of
Business Administration from Boise State University.

     Melanie Young has served as Controller of Internet Development, Inc.
since May 1998.  From October 1992 to May 1998 she worked in various
departments within the financial services division at FranklinCovey Company,
Inc.  She received AAS degrees in Accounting and Business Education from Snow
College located in Ehpraim, Utah.


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<PAGE>

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 with the SEC initial reports of ownership and reports
of changes in ownership of our common stock.  Officers, directors and greater
than ten-percent 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, 2002, and representations from these reporting persons that no Forms 5
were required, we believe Steve Comer failed to file a Form 3 and Forms 4 for
two transactions.

                 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.


                    SUMMARY COMPENSATION TABLE
                       Annual Compensation
                       -------------------

Name and principal                                          Other annual
position               Year    Salary ($)    Bonus ($)      compensation($)
---------------------  -----   ----------    -----------    --------------
Steven R. Comer        2002    $   59,750    $       0      $  132,270 (1)
President              2001             0            0               0
                       2000             0            0               0

Kevin Griffith         2002       156,000 (2)   62,000 (3)      37,000 (4)
CEO                    2001             0            0               0
                       2000             0            0               0

Paul D. Watson         2002             0            0               0
Director               2001             0            0               0
                       2000             0            0               0

Melanie Young          2002        44,818            0               0
Controller             2001             0            0               0
                       2000             0            0               0

Chris Flores           2002        83,446            0         153,594 (1)
                       2001             0            0               0
                       2000             0            0               0



 (1)   Represents consulting fees
 (2)   Represents salary paid of $7,500 and accrued salary of $148,500
 (3)   Represents accrued bonus
 (4)   Represents $35,000 signing bonus and automobile provided by the
       company.


                                37
<PAGE>

                      Long Term Compensation
                      ----------------------
                                Awards                   Payouts
                               --------                  --------
                                                                  All
                           Restricted   Securities      LTIP      Other
Name and principal         stock        underlying      payouts   Comp.
position             Year  award(s)($)  Options/SARs(#) ($)       ($)
-------------------- ----- ------------ --------------- --------- ----------
Steven R.Comer       2002    $     0         20,358      $    0   $   0
President            2001          0              0           0       0
                     2000          0              0           0       0

Kevin R. Griffith    2002          0              0           0       0
CEO                  2001          0              0           0       0
                     2000          0              0           0       0

Paul D. Watson       2002          0              0           0       0
Director             2001          0              0           0       0
                     2000          0              0           0       0

Melanie Young        2002          0              0           0       0
Controller           2001          0              0           0       0
                     2000          0         50,000           0       0




               OPTION/SAR GRANTS IN LAST FISCAL YEAR

                        Individual Grants
                        -----------------

                                    Percent of
                     Number of      total
                     securities     options/SARs
                     underlying     granted to     Exercise or
                     Options/SAR's  employees in   base price  Expiration
     Name            granted(#)     fiscal year      ($/sh)    date
-------------------  -------------  -------------- ----------- ------------

Steve R. Comer          20,358          1.3%        $  0.20    Nov. 1. 2004


Employment Agreements

     On April 1, 2002, Internet Development, Inc. entered into an employment
agreement with our CEO, 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.  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.


                                38
<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

 The following table sets forth 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 11,750,000 as of March 26, 2003,and any shares the each of the following
persons may acquire within 60 days by the exercise of warrants and/or options.

                    CERTAIN BENEFICIAL OWNERS

                                      Common Stock Beneficially Owned
                                      -------------------------------
Name and Address of              Number of Shares
Beneficial Owners                Common Stock      Percentage of Class
-------------------              -------------     -------------------

Brent Crabtree                      1,250,000            10.6%
429 South 60 West
Orem, Utah 84058

David Conley                          684,151             5.8%
4558 North 150 West
Provo, Utah 84604

Chris Flores                          684,151 (1)         5.8%
669 Deer Valley Road
Weatherford, Texas 96085

Mark Hildebrandt                      750,000 (1)         6.0%
462 East 800 North
Orem, Utah 84097

     (1) Represents shares which may be received upon the exercise of options
within the next 60 days.


                          MANAGEMENT

                                       Common Stock Beneficially Owned
                                       -------------------------------
Name and Address of              Number of Shares
Beneficial Owners                Common Stock         Percentage of Class
-------------------              -------------        -------------------
Kevin R. Griffith                  5,500,000 (2)         38.6%
462 East 800 North
Orem, Utah 84097




                                39
<PAGE>

Steven R. Comer                    2,750,000 (3)         21.6%
462 East 800 North
Orem, Utah 84097

Melanie Young                         50,000 (4)        Less than 1%
462 East 800 North
Orem, Utah 84097

All officers and
directors as a group               8,300,000             54.2%

     (2)  Represents 3,000,000 shares, options exercisable within the next 60
          days to purchase 1,000,000 shares, and  a past due note convertible
          into1,500,000 shares
     (3)  Represents 1,750,000 shares and  options exercisable within the next
          60 days to purchase 1,000,000 shares
     (4)  Represents options exercisable within the next 60 days

Changes in Control

     On January 21, 2003, IDI Global signed a letter of intent to acquire
Pacific WebWorks, Inc., a Nevada corporation, as a wholly-owned subsidiary.
The letter of intent contemplated a stock-for-stock, tax free transaction.  As
of the filing date, Pacific WebWorks and IDI Global mutually agreed not to
proceed with the acquisition.

     ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following information summarizes transactions we have either engaged
in during the last two years  or propose to engage in involving our executive
officers, directors, more than 5% stockholders, or immediate family members of
such persons.

     During the year ended December 31, 2002, we paid approximately $132,270
to BCR, Inc. for consulting services rendered by Steven R. Comer, our
President.  Mr. Comer is the sole shareholder of this company.

     During the year ended December 31, 2002, we paid approximately $151.129
to Chief Financial, Inc. for consulting services rendered by Chris Flores, a
more than 5% shareholder and employee of the company.  Mr. Flores is the sole
shareholder of this company.

     During the 2002 year we paid $88,271 to David Conley, a more than 5%
shareholder, on a $102,193 note payable with 8% interest.

     During the 2002 year we exchanged 4,385,000 shares of common stock to pay
down a portion of a note payable for $300,000 to Kevin Griffith, our CEO.  We
also paid Mr. Griffith $120,000 in compensation for prior years.

     At the time of the merger agreement between Bennion Corporation,
idiglobal.com, Inc. and Internet Development, Inc., we agreed to the following
transactions with our directors, officers and more than 5% shareholders
     .   Kevin R. Griffith was appointed as our Director, CEO and
         Secretary/Treasurer and he became a more than 20% shareholder when he
         received 3,000,000 shares of IDI Global common stock.
     .   Steven R. Comer was appointed as our Director and President and also
         as a Director of Internet Development, our subsidiary.  In addition,
         he became a more than 10% shareholder when he received 1,750,000
         shares of IDI Global common stock.
     .   Brent Crabtree became a more than 10% shareholder when he received
         1,250,000 shares of IDI Global common stock..
     .   David Conley became a more than 5% shareholder when he received
         684,151 shares of IDI Global common stock.

                                40
<PAGE>

     .   Chris Flores received the right to exercise options to purchase
         684,151 shares of IDI Global common stock.
     .   We agreed to negotiate a settlement of obligations idiglobal.com owed
         to Kevin R. Griffith and David Conley valued at approximately
         $800,000.

     On April 16, 2001, idiglobal.com granted a secured convertible promissory
note to Kevin R. Griffith.  idiglobal.com assumed the obligation 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.  The note is payable in full on the earlier of: (i)
July 1, 2002; (ii) default; (iii) closing of the sale of securities pursuant
to a registration statement filed by idiglobal.com; or (iv) five days after
the breach of the agreement by idiglobal.com.  Late fees of 5% may be due if
the note is paid late.  As provided by an amendment to the original note, the
conversion right is waived unless the note is not paid in full by July 1, 2002
and parties may mutually agree to extend the due date.  The note provides for
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 a
registration statement filed under the Securities Act of 1933.


            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

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)
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  Form of Secured Convertible Promissory Note between idiglobal.com and
      Kevin R. Griffith and CasePak, Inc., as amended  (Incorporated by
      reference to exhibit 10.2 for Form 10-QSB, as amended, filed August 15,
      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)
21.1  Subsidiaries of IDI
99.1  Section 1350 certification
99.2  Section 1350 certification

Reports on Form 8-K

     We filed a current report on Form 8-K, dated January 21, 2003, under Item
5 announcing a letter of intent to acquire Pacific WebWorks, Inc. as a wholly
owned subsidiary.

                 ITEM 14: CONTROLS AND PROCEDURES

     We rely on formalized disclosure controls and procedures and have
appointed a disclosure monitor and committee whose role is to ensure that
material information regarding our


                                41
<PAGE>

company and its operations is provided to the public in a timely manner.  On
May 12, 2003, our CEO and Principal Financial Officer evaluated the
effectiveness of these disclosure controls and procedures and determined that
a deficiency occurred in relation to this filing as a result of failure to
ensure that the issuance of shares from NewConnexions to IDI Global had been
completed.

     The CEO and Principal Financial Officer did not identify any deficiencies
or material weaknesses in our internal controls, nor did they identify fraud
that involved our management who had a significant role in our internal
controls.  They determined that the fact that NewConnexions was not our wholly
owned subsidiary did not affect the overall material accuracy and completeness
of our financial condition, results of operations and cash flows. They did not
find any deficiencies or weaknesses which would require changes to be made or
corrective actions to be taken related to our internal controls.



                                42
<PAGE>


                            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: May 14, 2003          IDI Global, Inc.


                            /s/ Steven R. Comer
                        By: _______________________________
                            Steven R. Comer
                            President and Director

     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.



                             /s/ Kevin R. Griffith
Date: May 14, 2003      By: ______________________________________________
                             Kevin R. Griffith
                             CEO, Secretary/Treasurer, and Director


                            /s/ Melanie Young
Date: May 14, 2003      By:___________________________________________
                             Melanie Young
                             Principal Financial Officer



              CHIEF EXECUTIVE OFFICER CERTIFICATION


I, Kevin R. Griffith, certify that:

1.   I have reviewed this annual report on Form 10-KSB of IDI Global, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant,


                                43
<PAGE>

including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is
being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



                                    /s/ Kevin R. Griffith
Date: May 14, 2003                  ____________________________
                                    Kevin R. Griffith
                                    Chief Executive Officer



            PRINCIPAL FINANCIAL OFFICER CERTIFICATION


I, Melanie Young, certify that:

1.   I have reviewed this annual report on Form 10-KSB of IDI Global, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant,


                                44
<PAGE>

including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is
being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



                                      /s/ Melanie Young
Date: May 14, 2003                   ____________________________________
                                     Melanie Young
                                     Principal Financial Officer






                                45