UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30, 2006 oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____________, to_____________ Commission file number000-50321  id-Confirm, Inc.(Name of small business issuer in its charter)  Nevada
        
        98-0222930(State or other jurisdiction of incorporation or organization)
        
        (I.R.S. Employer Identification No.)  1800 Boulder Street, Suite 400, Denver, CO
        
        80211-6400(Address of principal executive offices)
        
        (Zip Code) Issuers telephone number303.458.5727 Securities registered pursuant to Section 12(b) of the Act: Title of each classNil
        
        Name of each exchange on which registeredNil Securities registered pursuant to Section 12(g) of the Act: Shares of Common Stock, par value $0.0001(Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx
        No [
        ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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 revenues for its most recent fiscal year.  $50,732      - ii -   Issuers aggregate market value of the voting common equity held by non-affiliates at September 13, 2006 was: 50,786,742 common shares @ $0.0825(1) = USD$4,189,906.20 (1)  Average of bid and ask closing prices on September 13, 2006. State the number of shares outstanding of each of the issuers classes of equity stock, as of the latest practicable date. 61,718,542 shares of common stock issued and outstanding as of September 13, 2006. Transitional Small Business Disclosure Format (Check one):
        Yesx;
        No [
        ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  (Check one):     YesxNo [   ]       TABLE OF CONTENTS  Item 1.
        Description of Business
        1Item 2.
        Description of Property
        11Item 3.
        Legal Proceedings
        11Item 4.
        Submissions of Matters to a Vote of Security Holders
        11Item 5.
        Market for Common Equity and Related Stockholder Matters
        12Item 6.
        Managements Discussion and Analysis or Plan of Operation
        14Item 7.
        Financial Statements
        18Item 8.
        Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
        39Item 8A.  Controls and Procedures
        39Item 8B.  Other Information
        39Item 9.
        Directors, Executive Officers, Promoters and Control Persons;Compliance with Section 16(a) of the Exchange Act
        39Item 10.  Executive Compensation
        43Item 11.  Security Ownership of Certain Beneficial Owners and Management
        44Item 12.  Certain Relationships and Related Transactions
        45Item 13.  Exhibits
        45Item 14.  Principal Accountant Fees and Services
        49        PART I Item 1.  Description of Business. This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology.  These statements are only predictions and may involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors, that may cause our or our industrys actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars. As used in this annual report, the terms we, us, our company, and id-Confirm mean id-Confirm, Inc., a Nevada corporation, unless otherwise indicated. General Overview We are a development stage company involved in developing and implementing the commercialization of portable personal biometric devices and software applications for use in personal identification, authentication, and security applications.  The principal applications which will be pursued are in prevention of identity theft, assistance to homeland security and elimination of credit card fraud.  Biometrics are automated methods of identifying a person or verifying the identity of a person based on a physiological or behavioural characteristics.  We were previously involved in the wholesale and retail of knit silk undergarments and silk blended lounge wear by direct customer sales through the internet and by mail order. Business Development During the Last Three Years Our company, id-Confirm, Inc. was incorporated in Nevada on October 29, 1999.  Prior to a name change on December 29, 2004, id-Confirm was known as Fidelity Capital Concepts Limited.  On July 25, 2005, we changed the fiscal year end from September 30 to June 30. Our shares of common stock were initially approved for quotation on the OTC Bulletin Board under the name Fidelity Capital Concepts Limited under the symbol, FDCC, however, the first trade did not occur until January 4, 2005 when we commenced trading under the name id-Confirm, Inc. under the symbol, IDCO. Fidelity Capital Concepts Limited (FCC) was incorporated under the laws of the State of Nevada on October 29, 1999.  Until FCC effected the acquisition of a Colorado corporation on November 18, 2004, id-Confirm, Inc. (id-Confirm (Colorado)), its focus was on the wholesale and retail of knit silk undergarments and silk blended lounge wear by direct customer sales through the internet and by mail order.      - 2 -   On October 8, 2004, FCC effected a forward split of its then issued and outstanding 5,400,000 shares of common stock on a one-for-eight basis.  This forward split resulted in the company having 43,200,000 shares of common stock issued and outstanding as of October 8, 2004. On November 12, 2004, FCC entered into a share exchange agreement with id-Confirm (Colorado) and its stockholders to acquire 100% of id-Confirm (Colorado)s issued and outstanding shares of voting stock in exchange for 26,000,000 shares of common voting stock of FCC.  The share consideration paid by FCC to id-Confirm (Colorado) stockholders represented 52.85% of the issued voting equity of FCC on a fully diluted basis immediately following closing.  FCCs acquisition of id-Confirm (Colorado) was an arms length transaction. On November 18, 2004, FCC completed the acquisition of 100%, of the shares of common stock of id-Confirm (Colorado) in exchange for issuing 26,000,000 shares of common stock.  As a result, the stockholders of id-Confirm, (Colorado) acquired a majority of the outstanding shares of common stock.  Therefore, for accounting purposes, id-Confirm (Colorado) was deemed to have acquired FCC. Concurrently, id-Confirm (Nevada) disposed of a wholly-owned subsidiary to a director and shareholder for cancellation of 1,600,000 common shares and another shareholder surrendered 18,400,000 common shares for cancellation.  The subsidiary disposed of accounted for all of id-Confirm (Nevada)s prior business operations, and on the date of reorganization the net assets of the remaining non-operating entity were $87,337, consisting principally of cash and accounts payable. None of the stockholders of id-Confirm (Colorado) were stockholders of FCC prior to the November 2004 acquisition.  Under certain circumstances, the shares of common stock issued by FCC to the former stockholders of id-Confirm (Colorado) could constitute a controlling voting block on matters which may be put before FCCs stockholders. In consideration for the exchange of all id-Confirm (Colorado) shares of common stock held by them, the 26,000,000 shares of common stock were issued to 13 individuals in reliance upon the exemptions from registration provided by Rule 506 of Regulation D, promulgated under theSecurities Act of 1933, as amended. On December 29, 2004, we changed our name from Fidelity Capital Concepts Limited to id-Confirm, Inc.  The name change was recorded by the Nevada Secretary of State on December 29, 2004 and took effect with the Over-the-Counter Bulletin Board at the opening for trading on January 4, 2005 under the new stock symbol, IDCO. On October 6, 2006, pursuant to the approval of our shareholders, we filed an Amendment to Articles of Incorporation with the Nevada Secretary of State wherein we amended our Articles of Incorporation by increasing our authorized number of common stock from 100,000,000 to 200,000,000 shares with a par value of $0.0001 and authorizing the issuance of 100,000,000 shares of preferred stock with a par value of $0.0001 per share. Our Current Business Our business involves developing and implementing the commercialization of portable personal biometric devices and software applications for use in personal identification, authentication, and security applications.  The principal applications which will be pursued are in prevention of identity theft, assistance to homeland security and elimination of credit card fraud. Biometrics are automated methods of identifying a person or verifying the identity of a person based on physiological or behavioural characteristics.  Biometric technologies are becoming the foundation of an extensive array of highly secure identification and personal verification solutions.  Essentially, all current biometric technologies work on the same principle.  Each user is enrolled by the biometrics system and a copy of the enrollment data is stored in a secured database.  When users present themselves for authentication, a new scan/sample is taken and compared with the one stored in the secured database.  If the new sample matches, verification is confirmed.  To date, our company and its management have developed intellectual property, software applications and technology with respect to mobile personal biometrics.  We are a development stage company and will require significant debt or equity
financing to continue the development of our intellectual property, software and technology and to continue as a going concern.      - 3 -   We are still in our infancy as a viable commercial entity, and consequently our focus has been on the identification of market needs, the development of products and services to meet these needs, and the branding of our company and our services.  We anticipate that the expected growth in revenues will assist us in attracting additional financing to allow us to add the needed resources in order to further support the growth of our operations.  To June 30, 2006, we have had $50,732 of revenues and we expect sales to grow.  Despite our expectations, there are no assurances that revenues can be achieved, or that we will be able to attract additional financing on acceptable terms, if at all.  Should we be unable to achieve anticipated revenues or to attract additional financing on acceptable terms, we will not be able to achieve profitable operations.  On December 1, 2004, we announced a letter of intent between our company and Aeros Aviation, LLC (Aeros), and affiliated companies located in McKinney, Texas for Aeros to create a new generation of mobile biometric identity devices for id-Confirm, Inc.s exclusive use.  The terms of the letter of intent call for delivery of a working version of the initial device, along with its associated proprietary intellectual property, to id-Confirm, Inc.  We have employed this initial device in the introduction of our mobile identification and verification system to selected industries and applications.  No further agreements have been entered into regarding this technology. On April 1, 2005, we announced a memorandum of understanding with Inner Circle Logistics, Inc. (Inner Circle) for an active pilot program using a biometric component in a net-centric supply chain infrastructure.  The purpose was to enhance productivity and transportation effectiveness among trading partners crossing regional borders as well as helping private businesses to achieve higher capital efficiency ratios. As of June 30, 2006, the Inner Circle agreement had not been completed, but remains in process at this time. In April, 2005, we entered into a memorandum of understanding with Aeros which contemplates the acquisition of certain products of Aeros that include the touchStarTM and Mini-touchStarTM products.  These products are the Time and Attendance and building access products and accompanying software components.  No further agreements have been entered into regarding this technology. On August 8, 2005, we announced that we were assigned patent rights from Robert A. Morrison IV and Ronald N. Baird, our directors and officers, for a new mobile biometric communications device incorporating several unique innovations.   The device combines the attributes of a mobile telephone, with biometric security features, and the characteristics of a credit identification system.  The mobile biometric communications device is designed to take the place of a number of devices and identification mechanisms that people carry with them on a day-to-day basis.  The product is designed to add security both to the use of a mobile communications system as well as credit verification methods. Principal Products Our web store (www.id-confirm.com) became fully operational in September of 2005.  This secure purchase site allows consumers the ability to acquire biometrically-based identification, authentication, and security devices in a speedy transaction with swift product delivery from in-stock inventory. Our primary product that is available for purchase is the id-Confirm Biometric USB Secure Data Drive, which works with any USB-enabled computer.  Activated by the owner's unique fingerprint biometric, the Secure Data Drive creates a secure method of storing and transporting confidential computer files and making them available only to their owner -- on any computer. To use, the owner initializes the Secure Data Drive to recognize only the owner's biometric identification (fingerprint). The id-Confirm Biometric USB Secure Data Drive can recognize up to 10 uniquely different fingerprints. Once activated, the user can then store data files or other information on the Secure Data Drive.  The owner can then remove the Secure Data Drive from the home or office computer, put it in a pocket for transportation, and later access, work, and add to the information on any USB-enabled computer anywhere in the world.  About the size of an adult thumb, the id-Confirm Biometric USB Secure Data Drive is completely portable. To access data files on it, away from the home or office computer, the user merely inserts it into the USB port of any PC computer, opens it with his or her fingerprint, and then retrieves files in the traditional way. Price of this product is currently $99.95 from the web store.   We believe that the Secure Data Drive will attract purchase interest from students as well as business people who have to work on projects or manage their files from multiple computers.  It eliminates the     - 4 -  danger that files sent over the internet may be intercepted or compromised since control of the files remains totally in the hands of the owner. We have also made our touchStar products available through the web store as well. At the touch of a finger, touchStars integrated technologies provide a solution to management identity access needs.  touchStar eliminates the burdensome management issues related to security cards, pin number issuance, and regulation.  touchStar tracks hours worked and payroll costs while monitoring personnel movements and access. The integrated system will signal alarms if access is denied to a potential user, allowing for real-time threat assessment. The touchStar integrated fingerprint authentication system is specifically designed to provide personal identification.  We believe that touchStar is an effective, foolproof, time and attendance system; preventing unauthorized access, deterring ghost employees, buddy punching, and unauthorized access in remote areas. We are of the view that there are potential touchStar applications in a variety of access, time and attendance control intensive industries such as: schools, research labs, manufacturers, engineering, banking, medical facilities, retail stores, computer server rooms, safe deposit area, water supply and electric power stations, warehouses, hospitals, chemical and nuclear security, and pharmaceutical production plants. Two versions of the touchStar product are offered at our web store:  the touchStar currently priced at $1,200 and the touchStar Mini, with slightly less capabilities than touchStar, currently priced at $850. On October 5, 2005, we announced that we entered into Distributorship Agreement with BBD Best Brands Distribution Ltd. effective August 31, 2005.  This agreement sets forth terms and conditions for the delivery of our biometric security devices and accompanying software to BBD for their distribution in the Black Sea Region. In the first year of the three-year agreement, we would deliver mobile biometric products, touchStar biometric time and attendance devices as well as USB biometric flash drives.  The initial shipment would include 220 USB biometric Secure Data Drives (1GB) and 20 touchStar devices.  The agreement sets forth terms that as sales occur additional product will be shipped from our company to maintain a base inventory at BBD.   On June 26, 2006, we completed delivery of an initial order to BBD. Research and Development As a development stage company with a unique multi-faceted technique for biometric authentication devices, much of the current year  budget has been spent on research and development.  We spent $274,855 for the year ended June 30, 2006 on research and development activities.  From October 28, 2004 (inception) through June 30, 2006 we have spent $455,749 on research and development activities. We expect that our annual research and development expenses will continue to increase as we complete work on products currently in development. We anticipate expending approximately $200,000 during the twelve-month period ending June 30, 2007 on research and development activities, which would include approximately $100,000 on salaries and $100,000 on related supplies to conduct these activities and the production of future prototypes. We intend to develop our own key components as part of our objective to reduce product cost. Sales and Marketing We are promoting our products and accompanying software through multiple channels, namely through soliciting master distributors in the United States and foreign countries, through security consultants and through our own sales team.  We plan to direct our marketing effort to target sales in U.S. homeland security, identity theft prevention and eliminating credit card fraud.  We will demonstrate the feasibility of our products and software to our potential customers via pilot projects.  For example, we participated in a pilot project in Bulgaria to test the feasibility of using systems such as we can produce in the fight against illegal border crossings and theft of merchandise being transported across various border/customs points.  In a report released in September 2005 by the United States Agency for International Development (USAID)/Bureau for Europe and Eurasia, the Bulgarian project has been deemed
successful.  The report further stated that this kind of technology will be useful for companies and governments to realize efficiencies in their market delivery systems and their border/customs security. We also have on-going pilot projects in Mexico and Romania.  We have entered into a distributorship agreement with BBD Best     - 5 -  Brands Distribution LTD of Constanta, Romania to distribute our products/technology. The agreement is a multiple year agreement with the initial installment calling for the sale of touchStar units, USB flashdrive units, and mobile biometric products in the amount of $50,000.  On June 26, 2006, we completed delivery of an initial order to BBD earning revenues of $41,500. Equally important to us is the internet as a marketing tool.  In this regard, we have built a secure website to disseminate information about our products and accompanying software.  Our companys e-store is accessible on the website and ready for product sales via the internet. The secure purchase site is accessible from our companys website address, www.id-confirm.com.  Products like the one gigabyte USB biometric flash drive can be purchased on the e-store site.  The customer is able to use any major credit card to purchase our
products.  As we develop additional biometric security devices, these will also be available through the e-store.  We anticipate that we will expend approximately $610,000 during the twelve-month period ending June 30, 2007 on sales and marketing activities, including the salaries for new and existing employees and consultants involved in sales and marketing. Competition Although management is not aware of similar products and software which would compete directly with our products and technology, it is anticipated that larger, better-financed companies will or could develop products similar or superior to our products and technology.  Such competition will potentially affect our chances of achieving profitability, and ultimately adversely affect our ability to expand and achieve a profitable level of operations in the biometric security industry. Manufacturing and Engineering We currently plan to have our products manufactured for us by third parties, under the supervision of qualified personnel.  Our consultants in the design and development of our products have long-term relationships with manufacturers and assemblers and we intend to use those relationships to our companys advantage as it pertains to manufacturing and assembly of products.  Engineering for our products is conducted through our consultants. Development of our back office software likewise has been accomplished through the use of independent consultants. Intellectual Property We have registered the trademark id-Confirm, Inc. (with a finger print in the o position in the word Confirm), We have applied for the trademark, id4u We have applied for the trademark id-Confirm SecureLink System  and We have applied for two patents in the United States covering a personal mobile biometric authentication system and a privacy friendly authentication method.  In addition, we applied for foreign patent protection in the European Union, Mexico, Romania, Russia and Ireland. Government Approval We expect approval of pending patents by the United States Patent Office within the next eighteen months. Employees As of September 13, 2006, we employed 6 full-time people.  In addition, we have five consultants who have been utilized for their expertise in biometrics hardware/software and market distribution channels and are compensated as independent contractors. We expect that we will add employees, mostly in the information technology, sales and marketing areas which will cause a substantial increase in the amount of money spent on salaries.  We intend to spend $1,500,000 for salaries during the twelve months ending June 30, 2007 with most of the increase being due to our information technology, sales and marketing staff in tandem with our business programs.      - 6 -   Capital Expenditures We intend to invest $50,000 during the twelve-month period ending June 30, 2007 in computers, servers, and other equipment deemed necessary for continuing research and testing of new products. General and Administrative Expenses We expect to spend $880,000 during the twelve-month period ending June 30, 2007 on general and administrative expenses including legal and auditing fees, insurance, public relations, salaries, rent, office equipment and other administrative related expenses. Future Operations We have generated $50,732 of net sales revenues since the inception of our Company to June 30, 2006.  Consequently, we have incurred accumulated losses of $1,138,156 for the year ended June 30, 2006 and $2,741,411 from inception through June 30, 2006. As noted above, management of our company projects that we may require approximately $1,500,000 to fund our ongoing operating expenses, and working capital requirements for the twelve-month period ending June 30, 2007.  These estimates do not include any unanticipated capital requirements that may be needed should we identify any products or business acquisitions that may add value to our current product and service offerings. In the long-term, our ability to continue as a going concern is dependent upon successful and sufficient market acceptance of our current product and software authentication offerings and any new product offerings and production of software that we may introduce.  The continuing successful development and sales of our products and related technologies, and, finally, achieving a profitable level of operations will contribute to our ongoing success. RISK FACTORS Much of the information included in this annual report includes or is based upon estimates, projections or other forward-looking statements.  Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.  We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements. Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below.  We caution readers of this annual report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements.  In evaluating us, our business and any investment in our business, readers should carefully consider the following factors. Our new business operations will be subject to a number of risks and uncertainties, including those set forth below: RISKS RELATED TO OUR BUSINESS We have had negative cash flows from operations.  Our business operations may fail if our actual cash requirements exceed our estimates, and we are not able to obtain further financing. Our company has had negative cash flows from operations as we have not yet commenced the sale of our products and technology.  To date, we have incurred significant expenses in product development and administration in order to ready our products and software for market.  Our business plan calls for additional significant expenses necessary to bring our biometric products to market.  We have estimated that we will require approximately $1,500,000 to     - 7 -  carry out our business plan for the twelve months ending June 30, 2007.  There is no assurance that actual cash requirements will not exceed our estimates, in which case we will require additional financing to bring our products into commercial operation, finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.  In particular, additional capital may be required in the event that: -
        we incur unexpected costs in completing the development of our technology or encounter any unexpected technical or other difficulties;-
        we incur delays and additional expenses as a result of technology failure;-
        we are unable to create a substantial market for our services; or-
        we incur any significant unanticipated expenses. We may not be able to obtain additional equity or debt financing on acceptable terms if and when we need it.  Even if financing is available it may not be available on terms that are favourable to us or in sufficient amounts to satisfy our requirements.  If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results, and compete effectively.  More importantly, if we are unable to raise further financing when required, our continued operations may have to be scaled down or even ceased and our ability to generate revenues would be negatively affected. We have a history of losses and negative cash flows, which is likely to continue unless our products gain sufficient market acceptance to generate a commercially viable level of sales. Since inception through June 30, 2006, we have incurred aggregate net losses of $2,741,411 and we had working capital of $1,775,706 as of June 30, 2006.  There is no assurance that we will operate profitably or will generate positive cash flow in the future.  In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as market acceptance of our products, the unpredictability of when customers will order products, the size of customers orders, the demand for our products, and the level of competition and general economic conditions. Although we anticipate that we will be able to start generating revenues during the next six months, we also expect an increase in development and operating costs.  Consequently, we expect to incur operating losses and net cash outflows unless and until our existing products, and/or any new products that we may developor acquire, gain market acceptance sufficient to generate a commercially viable and sustainable level of sales. Unless we can establish significant sales of our current products, our potential revenues may be significantly reduced. We expect that a substantial portion, if not all, of our future revenue will be derived from the sale of our security products.  We expect that these product offerings and their extensions and derivatives will account for a majority, if not all, of our revenue for the foreseeable future.  The successful introduction and broad market acceptance of our security products - as well as the development, introduction and market acceptance of any future enhancements - are, therefore, critical to our future success and our ability to generate revenues.  Unfortunately, there can be no assurance that we will be successful in marketing our current product offerings, or any new product offerings, applications or enhancements.  Failure to achieve broad market acceptance of our security products, as a result of competition, technological change, or otherwise, would significantly harm our business. There is a high risk of business failure due to the fact that we have not commenced commercial operations. Although we are in the initial stages of developing and implementing the commercialization of our mobile personal biometric device for use in personal security applications, there is no assurance that we will be able to successfully develop sales of our products and technology.  Thus we have no way of evaluating whether we will be able to operate the business successfully, and there is no assurance that we will be able to achieve profitable operations.      - 8 -   Potential investors should be aware of the difficulties normally encountered in developing and commercializing new industrial products and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the commercialization process that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to development, manufacture and financing of our mobile personal biometric device.  If we are unsuccessful in addressing these risks, our business will most likely fail. We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly. Our success and ability to compete depends to a significant degree on our proprietary technology incorporated in our mobile personal biometric device.  Other than registering the domain name www.id-confirm.com, we have not taken any action to protect our proprietary technology.  If any of our competitors copy or otherwise gain access to our proprietary technology or develops similar technologies independently, we would not be able to compete as effectively. We also consider our trademarks invaluable to our ability to continue to develop and maintain the goodwill and recognition associated with our brand.  We have registered the trademark id-Confirm and other patents in the United States.  These and any other measures that we may take to protect our intellectual property rights, which presently are based upon a combination of copyright, trade secret and trademark laws, may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights.  We may need to bring legal claims to enforce or protect such intellectual property rights.  Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding any rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid.  Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our service marks or require us to make changes to our website or other of our technologies. We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue. Although management is not aware of similar products and software technology which would compete directly with our products and technology, it is anticipated that larger, better-financed companies willor could develop products and technology similar or superior to our products and technology.  Such competition will potentially affect our chances of achieving profitability, and ultimately adversely affect our ability to continue as a going concern. If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained. As we proceed with the commercialization of our products and software technology, we expect to experience significant and rapid growth in the scope and complexity of our business.  We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions.  We will be required to hire a broad range of additional personnel in order to successfully advance our operations.  This growth is likely to place a strain on our management and operational resources.  The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.      - 9 -   RISKS RELATED TO OUR INDUSTRY Our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands. Our industry is characterized by rapid changes in technology and customer demands. As a result, our products and software may quickly become obsolete and unmarketable.  Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products and software must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and software or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new products and software may not be favourably received. RISKS RELATED TO OUR COMMON STOCK A decline in the price of our shares of common stock could affect our ability to raise further working capital and adversely impact our operations. A prolonged decline in the price of our shares of common stock could result in a reduction in the liquidity of our shares of common stock and a reduction in our ability to raise capital.  Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our shares of common stock could be especially detrimental to our liquidity and our continued operations.  Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations.  If the stock price declines, there can be no assurance that we can raise additional capital or generate funds from operations sufficient to meet our obligations. If we issue additional shares of common stock  in the future this may result in dilution to our existing stockholders. Our certificate of incorporation authorizes the issuance of 200,000,000 shares of common stock and 100,000,000 shares of preferred stock.  Our board of directors has the authority to issue additional shares of common stock up to the authorized capital stated in the certificate of incorporation.  Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future.  The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock.  It will also cause a reduction in the proportionate ownership and voting power of all other stockholders.  Further, any such issuance may result in a change of control of our company. Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our shares of common stock and make it difficult for our stockholders to resell their shares of common stock. Our shares of common stock are quoted on the OTC Bulletin Board service of the National Association of Securities Dealers Inc.  Trading in stocks quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our companys operations or business prospects.  This volatility could depress the market price of our shares of common stock for reasons unrelated to operating performance.  Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange such as the American Stock Exchange or New York Stock Exchange.  Accordingly, stockholders may have difficulty reselling any of the shares of common stock. Trading of our shares of common stock may be restricted by the Securities and Exchange Commissions penny stock regulations, which may limit a stockholders ability to buy and sell our shares of common stock. The United States Securities and Exchange Commission has adopted regulations which generally define penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of     - 10 -  less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors.  The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny
stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of, our shares of common stock. NASD sales practice requirements may also limit a stockholders ability to buy and sell our shares of common stock. In addition to the penny stock rules described above, the National Association of Securities Dealers Inc. has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information.  Under interpretations of these rules, the National Association of Securities Dealers Inc. believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The National Association of Securities Dealers Inc. requirements make it more difficult for broker-dealers to recommend that
their customers buy our shares of common stock, which may limit your ability to buy and sell our shares of common stock and have an adverse effect on the market for its shares. OTHER RISKS We may be unable to continue as a going concern in which case our securities will have little or no value. Our independent auditors have noted in their reports concerning our financial statements as of June 30, 2006 and 2005 that we have incurred substantial losses since inception, which raises substantial doubt about our ability to continue as a going concern.  In the event we are not able to continue operations you will likely suffer a complete loss of your investment in our securities.  See our auditors reports on our consolidated financial statements elsewhere in this Form 10-KSB. Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability. The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitability.      - 11 -   Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them. Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers. Our By-laws do not contain anti-takeover provisions, which could result in a change of our management and directors if there is a take-over of our company. We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws.  Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors. Item 2.  Description of Property. Our principal executive offices are located at 1800 Boulder Street, Suite 400, Denver, Colorado, 80211-6400 and are leased from a related party as described in footnote 9 to the financial statements.  Our premises occupy 3,500 square feet, which we believe is adequate for our current operations.  We lease the premises at a cost of $12.00 per square foot, escalating to $15.00 per square foot for a term of 5 years.  We do not anticipate that we will require any additional premises in the foreseeable future. Item 3.  Legal Proceedings. We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.  The outcome of open unresolved legal proceedings is presently indeterminable.  Any settlement resulting from resolution of these contingencies will be accounted for in the period of settlement.  We do not believe the potential outcome from these legal proceedings will significantly impact our financial position, operations or cash flows. Item 4.  Submissions of Matters to a Vote of Security Holders. On October 6, 2006, at a special meeting, our shareholders were asked to vote on two proposals amending the Articles of Incorporation of our company. The first proposal was a special resolution authorizing the amendment our articles by increasing the authorized shares of common stock to 200,000,000 shares with a par value of $0.0001 per share.  This resolution was passed by 92% of the votes cast by shareholders, or 39,785,209 for the resolution, 3,424,090 against the resolution and 56,860 abstaining from the resolution. The second proposal was a special resolution authorizing the issuance of up to 100,000,000 Preferred Shares in the capital of the Company with a par value of $0.0001 per share, for which the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the Preferred Shares.  This resolution was passed by 93.9% of the votes cast by shareholders, or 21,032,476 for the resolution, 1,316,797 against the resolution and 41,191 abstaining from the resolution.      - 12 -   PART II Item 5.  Market for Common Equity and Related Stockholder Matters. Our shares of common stock were initially approved for quotation on the OTCBB under the name Fidelity Capital Concepts Limited under the symbol, FDCC, however, the first trade did not occur until January 4, 2005 when we commenced trading under the name id-Confirm, Inc. under the symbol, IDCO.  The following quotations obtained from Stockwatch.com reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices of our shares of common stock for the periods indicated below are as follows:  Quarter Ended(1)
        High
        LowMarch 31, 2005
        $2.79
        $1.30June 30, 2005
        $1.74
        $0.63September 30, 2005
        $1.04
        $0.63December 31, 2005
        $1.16
        $0.21March 31, 2006
        $0.38
        $0.12June 30, 2006
        $0.32
        $0.06 (1)           Our shares of common stock were initially approved for quotation on the OTC Bulletin Board under the name Fidelity Capital Concepts Limited under the symbol, FDCC, however, the first trade did not occur until January 4, 2005 when we commenced trading under the name id-Confirm, Inc. under the symbol, IDCO. Our shares of common stock are issued in registered form.  The registrar and transfer agent for our shares of common stock is The Nevada Agency and Trust Company, 880  50 West Liberty Street, Reno, Nevada, 89501 (Telephone: 775.322.0626; Facsimile: 775.322.5623). On September 13, 2006, the list of stockholders for our shares of common stock showed 52 registered stockholders and 61,718,542 shares of common stock outstanding. Dividends We have not declared or paid any cash dividends since inception and we do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our shares of common stock other than as described below, we intend to retain future earnings for use in our operations and the expansion of our business. Recent Sales of Unregistered Securities On October 27, 2005, we entered into private placement agreements with six institutional investors whereby we were to have received gross proceeds of $2,428,000 and have issued $2,890,476 of convertible debentures, convertible into 4,817,460 shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment.  The investors were also to have been issued warrants exercisable at any time after six months from the closing date and for five years thereafter to purchase up to 3,215,213 shares of common stock at an exercise price of $0.9889 per share.  The investors were also to have been issued 3,215,213 short term warrants at an adjusted exercise price of $0.60 per share, exercisable until the earlier of six months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date. Subsequent to October 27, 2005, we rescinded our agreements with two investors and cancelled the corresponding debentures and warrants, and returned their funds.  One former investor had $1,000,000 returned and another had     - 13 -  $420,000 returned.  These investors sought rescission and return of their funds due to delays associated with the delivery of a UCC opinion in regards to the security granted over our intellectual property as required under the Securities Agreement.  For the four investors that remained, the private placement closing and related debentures and warrants were amended to November 14, 2005, following delivery of the outstanding legal opinion.  In addition, we also subsequently entered into private placement agreements with seven further investors for gross proceeds of $1,473,680 and have issued $1,754,381 of convertible debentures.  These further investors were issued 2,904,693 warrants and 2,904,693 short term warrants, with the above noted terms and conditions of the warrants having been revised such that all long term warrants had an exercise price of $0.65 per share and all short term warrants had an exercise
price of $0.60 per share and were exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date.  As a result of the subsequent closing on November 14, 2005, a total of 4,891,359 long term warrants and 4,891,359 short term warrants were issued collectively to all of the investors, and we received gross proceeds of $2,481,680 and issued $2,954,381 of convertible debentures, convertible into 4,923,968 shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment. In addition, we issued 196,959 long term and 196,959 short term warrants to one broker, issued on the same terms as the investors warrants, and paid cash compensation of 5% of the gross proceeds of the offering for brokerage services in the transaction. These securities were issued in reliance on Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates or executive officers, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933. Effective November 22, 2005 we entered into private placement agreements with three institutional investors whereby we received gross proceeds of $596,400 and issued $710,000 of convertible debentures due November 13, 2007, convertible into 1,183,333 shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment.  A total of 1,197,302 long term warrants and 1,197,302 short term warrants have been issued collectively to all of the investors.  The long term warrants are exercisable at any time on or after the six month anniversary of the securities purchase agreement at an exercise price of $0.65 per share, for a period of five years.  The short term warrants have an exercise price of $0.60 per share, exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or
five years from the closing date. In addition, we issued 47,334 long term and 47,334 short term warrants to one broker, issued on the same terms as the investors warrants, and paid cash compensation of 5% of the gross proceeds of the offering for brokerage services in the transaction. As noted above, pursuant to the private placements that closed on November 14 and November 22, 2005, we received total gross proceeds of $3,078,080 and issued $3,664,381 of convertible debentures, convertible into shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment.  The investors had also initially been issued warrants exercisable at any time after six months from the closing date and for five years thereafter to purchase up to 6,066,856 shares of common stock at an exercise price of $0.65 per share.  The investors were also initially issued 6,066,856 short term warrants at an exercise price of $0.60 per share, exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date. The number of short and long terms warrants that we were obligated to issue to the investors was to be based on an average of the closing prices of our common stock over a period of ten trading days prior to the closing.  The number of warrants originally granted was incorrectly calculated based on an average of the closing bid and ask prices over the applicable period.  Due to this inadvertent error in these calculations in determining the number of warrants issuable to the investors, we were required to grant an additional 112,539 long term warrants and an additional 112,539 short term warrants to the investors.  As a result, a total of 6,179,395 long term warrants and 6,179,395 short term warrants have been issued collectively to all of the investors.      - 14 -   These securities were issued in reliance on Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates or executive officers, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933. Equity Compensation Plan Information We adopted our current stock option plan, entitled the 2005 Stock Option Plan on January 31, 2005.  The following table provides a summary of the number of options granted under our stock option plan, the weighted average exercise price and the number of options remaining available for issuance all as at June 30, 2006. Number of  Securities to be Issued Upon Exercise of Outstanding Options
        Weighted-Average Exercise  Price of Outstanding Options, Warrants and Rights
        Number of Securities  Remaining Available for Future Issuance Under Equity Compensation PlansEquity compensation plans approved by security holders
        N/A
        N/A
        N/AEquity compensation plans not approved by security holders
        400,000(1)
        $1.51
        4,600,000(1)Total
        400,000(1)
        $1.51
        4,600,000(1) (1)           The maximum number of options issuable under our stock option plan is 5,000,000.  Includes options to acquire 400,000 shares of common stock granted under our stock option plan. None of the options granted have been exercised. Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not purchase any of our shares of common stock or other securities during the fiscal year ended June 30, 2006. Item 6.  Managements Discussion and Analysis or Plan of Operation. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in Item 1  Description of Business  Risk Factors of this annual report. Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. Overview Fidelity Capital Concepts Limited was incorporated under the laws of the State of Nevada on October 29, 1999.  Until the acquisition of a Colorado corporation, (id-Confirm (Colorado)) was completed, our focus was on the wholesale and retail of knit silk undergarments and silk blended lounge wear by direct customer sales through the internet and by mail order. On November 18, 2004, we completed the acquisition of 100% of the issued and outstanding common shares of id-Confirm (Colorado) by issuing 26,000,000 shares of our common stock to id-Confirm (Colorado)s stockholders.  As a result, the former stockholders of id-Confirm (Colorado) acquired a majority of FCCs outstanding shares of common stock.  Therefore, for accounting purposes, id-Confirm (Colorado) was deemed to have acquired FCC.  id-Confirm (Colorado) survives as our wholly-owned subsidiary.  After completion of the acquisition, we changed our name from Fidelity Capital Concepts Limited to id-Confirm, Inc. to reflect our newly acquired business.      - 15 -   Our business involves developing and implementing the commercialization of a portable personal biometric device and accompanying software for use in personal identification, authentication, and security applications.  The principal applications which will be pursued are in the prevention of identity theft, assisting with homeland security and eliminating credit card fraud. General - Explanation of Comparative Periods The acquisition of id-Confirm (Colorado) was accounted for using the purchase method of accounting as applicable to reverse acquisitions because the former stockholders of id-Confirm (Colorado) controlled a majority of our shares of common stock immediately upon conclusion of the transaction and the continuing business is that of id-Confirm (Colorado).  Under reverse acquisition accounting, the post-acquisition entity is accounted for as a recapitalization of id-Confirm (Colorado). The previous audited financial statements of FCC for the fiscal periods ended September 30, 2004 and 2003 were included on our annual report on Form 10-KSB, filed with the Securities and Exchange Commission on January 7, 2005.  Prior to the share exchange with id-Confirm (Colorado), FCC (the inactive public company) was not operating, had minimal assets and liabilities and had minimal revenue from its inception through the date of its reorganization on November 18, 2004. Plan of Operation and Cash Requirements We anticipate that we will expend approximately $2,200,000 during the twelve-month period ending June 30, 2007 to secure initial product and technology orders, build market channels, support customer trials, complete independent product evaluations, recruit senior engineers and marketing staff, conduct continued research and development on our new products and software, launch a marketing program, ramp up our product assembly capabilities, purchase assembly facilities and equipment, and need for working capital.  These expenditures are broken down as follows: Estimated Funding Required During the Twelve Month Period Ending June 30, 2007 Operating expensesSales and Marketing
        $
        610,000Research and Development
        
        200,000Manufacturing and Engineering
        
        460,000General and Administrative
        
        880,000Total Operating Expenses
        
        2,150,000Capital expenditures
        
        50,000Total
        $
        2,200,000 At June 30, 2006, we had working capital of $1,775,705.  If necessary, we plan to raise additional capital required to meet these immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.  Our board of directors are continuing to conduct an in-depth analysis of our business plan and related future opportunities for civil defense equipment companies.  To better protect stockholder interests and provide future appreciation, we may concurrently pursue other opportunities or initiatives as an extension to our existing business. The Company will utilize its common stock as a means for repayment of the senior secured convertible debentures.  The debenture agreements provide upon appropriate notice to the debenture holders, in lieu of a cash redemption payment we may elect to pay all or part of a such redemption amount in shares based on a conversion price equal to the lesser of (i) the fixed conversion price of $0.60 and (ii) 75% of the average of the ten volume weighted average prices for the ten trading days immediately prior to the applicable monthly redemption date.  To date the Company     - 16 -  has made two (2) monthly redemptions utilizing this method and we anticipate future redemptions also being made with the Companys stock. We currently anticipate that revenues will commence and increase in the long-term as we increase our sales and marketing activities and introduce new products relating to biometrics in personal security applications.  We expect to keep our operating costs to a minimum until cash is available through operating or financing activities.  We anticipate that we will start generating revenues from the sale or lease of our biometric identification and authentication systems within the next three months; however, we are not in a position to predict whether we will be able to generate sufficient sales revenues to meet operating expenses. We believe that broad market acceptance of our security, identification and authentication products is critical to our future success and our ability to generate revenues.  Unfortunately, there can be no assurance that we will be successful in marketing our current product and technology offerings or any new product or software offerings.  Failure to achieve broad market acceptance of our security products and authentication software, as a result of competition, technological change, or otherwise, would adversely affect our business. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business. Recent Accounting Pronouncements In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004)Share-Based Payments(SFAS 123(R)). This statement requires that we record all share-based payment expense in our financial statements based on a fair value methodology.  On April 14, 2005, the Securities and Exchange Commission (SEC) announced amended compliance dates for SFAS 123(R). The SEC previously required companies to adopt this standard no later than July 1, 2005, but the new rules now require us to adopt SFAS 123(R) starting with our first quarter of our fiscal year beginning May 1, 2006. Additionally, in March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB No. 107), which summarizes the staffs views regarding share-based payment
arrangements for public companies. We are evaluating the impact of the new standards and, although we have not completed our analysis, we anticipate that the expense would not exceed the amounts disclosed inAccounting for Stock-Based Compensationhad we been expensing under the new rule. In June 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Correctionswhich replaces Accounting Principles Board (APB) Opinion 20 and FASB Statement 3.  SFAS 154 changes the requirements for the accounting and reporting of a change in accounting principle.  Opinion 20 previously required that most voluntary changes in accounting principles be recognized by including the cumulative effect of the new accounting principle in net income of the period of change.  Statement 154 now requires retrospective application of changes in accounting principle to prior period financial statements, unless it is impractical to determine either the period-specific effects or the cumulative effect of the change.  The Statement is effective for fiscal years beginning after December 15, 2005. In February 2006, the FASB issued SFAS No. 155,Accounting for Certain Hybrid Financial Instruments(SFAS 155), which amends SFAS No. 133,Accounting for Derivative Instruments and Hedging Activitiesand SFAS No. 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. The statement also clarifies and amends certain other provisions of SFAS  133 and SFAS  140. SFAS 155 is effective for all financial instruments acquired,
issued, or subject to a re-measurement event occurring in fiscal years beginning after September 15, 2006. We do not expect the adoption of SFAS 155 to have an impact on our results of operations or financial condition. In March 2006, the FASB issued SFAS No. 156,Accounting for Servicing of Financial Assetsan amendment to FASB Statement No.140(SFAS 156). SFAS 156 requires that all separately recognized servicing rights be initially measured at fair value, if practicable. In addition, this statement permits an entity to choose between two measurement methods (amortization method or fair value measurement method) for each class of separately     - 17 -  recognized servicing assets and liabilities. This new accounting standard is effective January 1, 2007. We do not expect the adoption of SFAS 156 to have an impact on our results of operations or financial condition.  Management does not expect the adoption of these rules and pronouncements to have a material impact on the Companys financial statements. In September 2006, the FASB issued SFAS 157,Fair Value Measurements,  which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS 157 is effective in fiscal years beginning after November 15, 2007.  Management is currently evaluating the impact that the adoption of this statement may have on the Companys consolidated financial position and results of operations. With the exception of the effects of the restatement described in the accompanying financial statements, management does not expect the adoption of these rules and pronouncements to have a material impact on our financial statements. Application of Critical Accounting Policies Our audited financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for audited financial statements.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by managements application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials. Significant estimates include evaluation of our companys income tax net operating loss carry-forwards and valuation of non-monetary transactions in connection with the issuances of shares of common stock and common stock warrants and options. Stock-based Compensation Our company has adopted the fair value method of accounting for stock-based compensation recommended by  SFAS No. 123Accounting for Stock-Based Compensation.  In future periods, the Company plans to adopt SFAS 123-R,Share Based Payments, on a prospective basis. The fair value of stock options is estimated at the grant date using theBlack-Scholes Option Pricing Model.  This model requires the input of a number of assumptions, including expected dividend yields, expected stock price volatility, risk-free interest rates, and an expected life of the options.  Although the assumptions used reflect managements best estimate, they involve inherent uncertainties based on market conditions generally outside the control of our company.  If future market conditions are different than the assumption used, stock-based compensation expense could be significantly different. Revenue Recognition The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition.  In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Inventory Inventory consists of finished goods purchased from third-party manufacturers and is valued at the lower of average cost or market.  Average cost is determined using the first-in, first-out method of accounting.      - 18 -   Item 7.  Financial Statements. Index to Financial Statements Report of Independent Registered Public Accounting Firm
        19Consolidated Balance Sheets
        20Consolidated Statements of Operations
        21Consolidated Statement of Stockholders Equity
        22Consolidated Statements of Cash Flows
        23Notes to Consolidated Financial Statements
        24       - 19 -   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors id-Confirm, Inc. (a development stage company) Denver, Colorado  We have audited the accompanying consolidated balance sheets of id-Confirm, Inc. (a company in the development stage - the Company) as of June 30, 2006 and 2005, and the related consolidated statements of operations, stockholders equity and cash flows for the year ended June 30, 2006, or the period from October 28, 2004 (inception) to June 30, 2005 and for the cumulative period from October 28, 2004 (inception) to June 30, 2006.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of id-Confirm, Inc. as of June 30, 2006, and 2005 and the results of its operations and its cash flows for year ended June 30, 2006, for the period from October 28, 2004 (inception) to June 30, 2005 and for the cumulative period from October 28, 2004 (inception) to June 30, 2006 in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Companys lack of revenues and operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Gordon, Hughes & Banks, LLP Greenwood Village, Colorado September 15, 2006      - 20 -    id-Confirm, Inc.(formerly Fidelity Capital Concepts Limited)(a development stage company)Consolidated Balance Sheets
        
        
        June 30,2006
        
        
        June 30, 2005ASSETSCurrent AssetsCash and cash equivalents
        
        $
        1,841,001
        
        $
        1,246,242Inventory
        
        
        340,409
        
        
        -Total current assets
        
        
        2,181,410
        
        
        1,246,242Furniture, fixtures and equipment, net of accumulated depreciation of $20,449 and $3,480, respectively
        
        
        115,348
        
        
        45,649Debt issuance costs, net of accumulated amortization of $117,472
        
        
        201,380
        
        
        -Other assets
        
        
        2,166
        
        
        3,100Total Assets
        
        $
        2,500,304
        
        $
        1,294,991LIABILITIESCurrent LiabilitiesAccounts payable and accrued liabilities
        
        $
        35,204
        
        $
        45,776Convertible Senior Secured Debentures, net of discounts (Note  3 )
        
        
        370,500
        
        
        -Total current liabilities
        
        
        405,704
        
        
        45,776STOCKHOLDERS EQUITYCommon Stock, $0.0001 par value, 100,000,000 authorized,55,968,467 and 51,000,000 shares issued and outstanding, respectively
        
        
        5,597
        
        
        5,100Additional paid-in capital
        
        
        4,830,414
        
        
        2,847,370(Deficit) accumulated during development stage
        
        
        (2,741,411)
        
        
        (1,603,255)Total Stockholders' Equity
        
        
        2,094,600
        
        
        1,249,215Total Liabilities and Stockholders' Equity
        
        $
        2,500,304
        
        $
        1,294,991The accompanying notes are an integral part of these consolidated financial statements       - 21 -    id-Confirm, Inc.
        
        
        
        
        
        For the
        
        
        For the(formerly Fidelity Capital Concepts Limited)
        
        
        
        
        
        Period from
        
        
        Period from(a development stage company)
        
        
        For the Year
        
        
        October 28, 2004
        
        
        October 28, 2004ended
        
        
        (inception) to
        
        
        (inception) toConsolidated Statements of Operations
        
        
        June 30, 2006
        
        
        June 30, 2005
        
        
        June 30, 2006Net revenues
        
        $
        50,732
        
        $
        -
        
        $
        50,732Cost of goods sold
        
        
        32,616
        
        
        -
        
        
        32,616Gross profit
        
        
        18,116
        
        
        -
        
        
        18,116Operating Expenses:Research and development
        
        
        274,855
        
        
        180,894
        
        
        455,749Selling, general and administrative
        
        
        1,159,587
        
        
        561,022
        
        
        1,720,609Stock based compensation
        
        
        463,159
        
        
        864,133
        
        
        1,327,292Total operating expenses
        
        
        1,897,601
        
        
        1,606,049
        
        
        3,503,650Income (Loss) from Operations
        
        
        (1,879,485)
        
        
        (1,606,049)
        
        
        (3,485,534)Other Income (Expense)Interest income
        
        
        65,390
        
        
        2,794
        
        
        68,184Interest expense
        
        
        (1,436,928)
        
        
        -
        
        
        (1,436,928)Warrant valuation income (loss)
        
        
        2,112,867
        
        
        -
        
        
        2,112,867Total Other Income (Expense)
        
        
         741,329
        
        
      2,794
        
        
         744,123(Loss) before income tax
        
        
        (1,138,156)
        
        
        (1,603,255)
        
        
        (2,741,411)Income tax provision (benefit)
        
        
        -
        
        
        -
        
        
        -Net (loss)
        
        $
        (1,138,156)
        
        $
        (1,603,255)
        
        $
        (2,741,411)Net (loss) per common share-basic and diluted
        
        $
        (0.02)
        
        $
        (0.03)
        
        $
        (0.05)Weighted Average Number of Common Shares Outstanding, basic and diluted
        
        
        51,414,039
        
        
        50,008,943
        
        
        50,827,070The accompanying notes are an integral part of these consolidated financial statements       - 22 -    id-Confirm, Inc.(formerly Fidelity Capital Concepts Limited)(a development stage company)Consolidated Statement of Stockholders Equity
        
        
        
        
        
        
        (Deficit)Period from October 28, 2004 (inception) to June 30, 2006
        
        
        
        
        
        accumulated
        
        TotalAdditional
        
        during
        
        Stockholders'Common Stock
        
        Paid-in
        
        development
        
        EquityShares
        
        Amount
        
        Capital
        
        stage
        
        (deficit)Inception, October 28, 2004
        
        49,200,000
        $
        4,920
        $
        83,417
        $
        -
        $
        88,337Common shares and warrants issued forcash
        
        1,000,000
        
        100
        
        899,900
        
        -
        
        900,000Exercise of stock purchase warrants
        
        800,000
        
        80
        
        999,920
        
        -
        
        1,000,000Stock based compensation
        
        -
        
        -
        
        864,133
        
        -
        
        864,133Net (loss) for the period ended June 30, 2005
        
        -
        
        -
        
        -
        
        (1,603,255)
        
        (1,603,255)BALANCES as of June 30, 2005
        
        51,000,000
        
        5,100
        
        2,847,370
        
        (1,603,255)
        
        1,249,215Fair value of detachable warrants issued inconjunction with the convertible debentures
        
        -
        
        -
        
        965,213
        
        -
        
        965,213Fair value of common stock warrants issued toconvertible debenture placement agent
        
        -
        
        -
        
        204,834
        
        -
        
        204,834Stock based compensation
        
        -
        
        -
        
        260,659
        
        -
        
        260,659Common stock issued in payment of principal andinterest on convertible debentures
        
        2,718,467
        
        272
        
        350,063
        
        -
        
        350,335Fair value of stock issued for services
        
        2,250,000
        
        225
        
        202,275
        
        -
        
        202,500Net (loss) for the year ended June 30, 2006
        
        -
        
        -
        
        -
        
        (1,138,156)
        
        (1,138,156)BALANCES as of June 30, 2006
        
        55,968,467
        $
        5,597
        $
        4,830,414
        $
        (2,741,411)
        $
        2,094,600The accompanying notes are an integral part of these consolidated financial statements         - 23 -    id-Confirm, Inc.
        
        
        
        
        
        For the
        
        
        For the(formerly Fidelity Capital Concepts Limited)
        
        
        
        
        
        Period from
        
        
        Period from(a development stage company)
        
        
        For the Year
        
        
        October 28, 2004
        
        
        October 28, 2004ended
        
        
        (inception) to
        
        
        (inception) toConsolidated Statements of Cash Flows
        
        
        June 30, 2006
        
        
        June 30, 2005
        
        
        June 30, 2006Cash flows from operating activities:Net (loss)
        
        $
        (1,138,156)
        
        $
        (1,603,255)
        
        $
        (2,741,411)Adjustments to reconcile net (loss) to net cashprovided by (used in) operations:Depreciation
        
        
        16,970
        
        
        3,480
        
        
        20,450Stock-based compensation
        
        
        463,159
        
        
        864,133
        
        
        1,327,292Amortization of debt issuance costs
        
        
        117,470
        
        
        -
        
        
        117,470Amortization of debt discount
        
        
        968,610
        
        
        -
        
        
        968,610Amortization of original issue discount
        
        
        220,263
        
        
        -
        
        
        220,263Stock issued to debenture holders for interest expense
        
        
        20,546
        
        
        -
        
        
        20,546Fair value of warrants issued for services
        
        
        204,834
        
        
        -
        
        
        204,834Warrant valuation (income)
        
        
        (2,112,867)
        
        
        -
        
        
        (2,112,867)Changes in other current assets and liabilities:Inventory
        
        
        (340,409)
        
        
        -
        
        
        (340,409)Other assets
        
        
        934
        
        
        (3,100)
        
        
        (2,166)Accounts payable
        
        
        (10,572)
        
        
        43,002
        
        
        32,430Net cash (used in) operating activities
        
        
        (1,589,218)
        
        
        (695,740)
        
        
        (2,284,958)Cash flow from investing activitiesPurchase of equipment
        
        
        (86,669)
        
        
        (49,129)
        
        
        (135,798)Net cash  (used in) investing activities
        
        
        (86,669)
        
        
        (49,129)
        
        
        (135,798)Cash flow from financing activitiesProceeds from sale of common stock
        
        
        -
        
        
        1,901,000
        
        
        1,901,000Proceeds from sale of convertible debentures
        
        
        3,078,080
        
        
        -
        
        
        3,078,080Repayment of convertible debentures
        
        
        (488,584)
        
        
        -
        
        
        (488,584)Debt issuance costs
        
        
        (318,850)
        
        
        -
        
        
        (318,850)Net cash provided by financing activities
        
        
        2,270,646
        
        
        1,901,000
        
        
        4,171,646Increase in cash and cash equivalents
        
        
        594,759
        
        
        1,156,131
        
        
        1,750,890Cash and cash equivalents, beginning of period
        
        
        1,246,242
        
        
        90,111
        
        
        90,111Cash and cash equivalents, end of period
        
        $
        1,841,001
        
        $
        1,246,242
        
        $
        1,841,001Supplemental disclosure of cash flow information:Interest paid
        
        $
        24,429
        
        $
        -
        
        $
        24,429Income taxes paid
        
        $
        -
        
        $
        -
        
        $
        -Supplemental disclosure of non-cash investing
and financing activities:

Payment of debentures in common stock
        
        $
        329,789
        
        $
        -
        
        $
        329,789Warrant discount recorded upon issuance of debentures
        
        $
        3,078,080
        
        $
        -
        
        $
        3,078,080The accompanying notes are an integral part of these consolidated financial statements      -24-    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  1. Organization and Business id-Confirm, Inc. (a development stage company) was incorporated in Nevada on October 29, 1999, and herein is referred to as the Company or id-Confirm (Nevada). Prior to a name change on December 29, 2004, id-Confirm (Nevada) was known as Fidelity Capital Concepts Limited. On July 25, 2005, the Company also changed its fiscal year end from September 30 to June 30. As of June 30, 2006, the Company had minimal revenue and is in the development stage of designing and marketing biometric identity recognition and verification technology and related products. Principal activities to date have consisted of organizing the Company, developing a business plan, assembling a management team and network of professional consultants and professionals, preliminary product design and capital formation. (a) Reorganization on November 18, 2004 On November 18, 2004, the Company acquired id-Confirm, Inc., a development stage corporation organized in Colorado on October 28, 2004 (herein referred to as id-Confirm (Colorado)). Immediately prior to the reorganization, id-Confirm (Nevada) had a total of 43,200,000 shares of issued and outstanding common stock. The reorganization was entered into pursuant to a Share Exchange Agreement whereby id-Confirm (Nevada) issued 26,000,000 shares of common stock to the shareholders of id-Confirm (Colorado) for all of the previously issued and outstanding common stock of id-Confirm (Colorado) and $1,000. Concurrently, id-Confirm (Nevada) disposed of a wholly-owned subsidiary to a director and shareholder for cancellation of 1,600,000 common shares and another shareholder surrendered 18,400,000. The subsidiary disposed of accounted for all of id-Confirm (Nevada)s prior business operations, and on the date of reorganization the net assets of the remaining non-operating entity were $87,337, consisting principally of cash and accounts payable. As a consequence of the reorganization, the former id-Confirm (Colorado) shareholders owned approximately 52.85% of the resultant 49,200,000 outstanding shares of id-Confirm (Nevada) common stock. The reorganization was recorded as a recapitalization effected by a reverse acquisition wherein id-Confirm (Nevada) is treated as the acquiree for accounting purposes, even though it was the legal acquirer. Accordingly, the results of operations included in the financial statements consist solely of the accounting acquirer, id-Confirm (Colorado) since its October 28, 2004 inception and id-Confirm (Nevada) from the date of reorganization. Since the accounting acquiree, id-Confirm (Nevada) was previously inoperative, goodwill was not recorded. (b) Going Concern and Liquidity The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. At present, the Company is in the development stage, is wholly      - 25 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements 1. Organization and Business (continued) reliant on its ability to raise additional capital for future financing needs and has had minimal revenues, saleable product, service or other business operations through June 30, 2006. These factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Management plans to address this uncertainty include completion of product design, development of a sales force and initiating revenue producing activities.  In the first quarter of 2007, management continues to aggressively pursue alternative financing arrangements to assist in meeting these goals. (c) Certain prior period amounts have been re-classified to conform to current year presentation. 2. Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, id-Confirm, Inc. (Colorado). All inter-company balances and transactions have been eliminated. (b) Accounting Estimates The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. (c) Cash and Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. At June 30, 2006 and 2005, cash and cash equivalents consisted of cash only. (d) Furniture, Fixtures and Equipment Furniture, fixtures and equipment are recorded at historical cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of five (5) years. Depreciation expense for the fiscal year ended June 30, 2006, the period from inception through June 30, 2005, and the cumulative period from inception to June 30, 2006 was $16,970, $3,480 and $20,450 respectively.     - 26 -  id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements 2. Significant Accounting Policies (continued) (e)  Inventory Inventory consists of finished goods purchased from third-party manufacturers and is valued at the lower of average cost or market.  Average cost is determined using the first-in, first-out method of accounting. (f)  Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the assets carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis.  (g)  Advertising Expenses The Company expenses advertising costs as incurred. The Company incurred $76,763, $53,174 and $129,937advertising and promotion expenses for year ended June 30, 2006, the period from October 28, 2004 (inception) through June 30, 2005, and the cumulative period from inception to June 30, 2006, respectively.  (h) Research and Development Costs The Company expenses research and development cost as incurred. Research and development expenses for the year ending June 30, 2006, the period from October 28, 2004 (inception) through June 30, 2005, and the cumulative period from inception to June 30, 2006, were $274,855, $180,894 and $455,749, respectively. (i) Organization Costs The Company accounts for organization costs under the provisions of Statement of Position 98-5, Reporting on the Costs of Start-Up Activities which requires that all organization costs be expensed as incurred. (j) Software Development Costs Software development costs are expensed as research costs until the Company has determined that the software has achieved technological feasibility, will result in probable future economic benefits, and management has committed to funding the project. Thereafter, the costs to      - 27 -   id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  2. Significant Accounting Policies (continued) develop the software are capitalized and amortized using the straight-line method over the remaining estimated useful lives.  To date, all software development costs have been expensed due to the development nature of the Company's business and products. (k) Loss Per Share Basic earnings (loss) per share are computed using the weighted average number of shares outstanding during the period. Diluted earnings per share are computed on the basis of the average number of common shares outstanding plus the dilutive effect of stock options and warrants. In periods of net loss, there are no diluted earnings per share since the result would be anti-dilutive. (l) Financial Instruments The fair value of financial instruments is determined at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be ascertained with precision. Changes in assumptions can significantly affect estimated fair values. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. The fair value of the convertible debentures is $2,846,008 as of June 30, 2006. Management is of the opinion that the Company is not exposed to significant currency, interest or credit risks arising from these financial instruments. (m) Income Taxes The Company has adopted SFAS No. 109, Accounting for Income Taxes,which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Companys consolidated financial statements and tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. (n) Stock-Based Compensation The Company has adopted the fair value method of accounting for stock-based compensation recommended by of SFAS No. 123,Accounting for Stock Based Compensation. The fair value of stock options is estimated at the grant date using the Black-Scholes Option Pricing Model. This model requires the input of a number of assumptions, including expected      - 28 -   id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements 2. Significant Accounting Policies (continued) dividend yields, expected stock price volatility, risk-free interest rates, and an expected life of the options. Although the assumptions used reflect managements best estimate, they involve inherent uncertainties based on market conditions generally outside the control of the Company. If future market conditions are different than the assumption used, stock-based compensation expense could be significantly different. (o) Comprehensive Income The Company had no items of comprehensive income for the year ended June 30, 2006, for the period from October 28, 2004 (inception) through June 30, 2005, or for the cumulative period from October 28, 2004 (inception) through June 30, 2006. (p)
        Revenue Recognition  The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition.  In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.  (q)
        Effect of Recent Accounting Pronouncements  In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004) Share-Based Payments(SFAS 123(R)). This statement requires that we record all share-based payment expense in our financial statements based on a fair value methodology.  On April 14, 2005, the Securities and Exchange Commission (SEC) announced amended compliance dates for SFAS 123(R). The SEC previously required companies to adopt this standard no later than July 1, 2005, but the new rules now require us to adopt FAS 123(R) starting with our first quarter of our fiscal year beginning May 1, 2006. Additionally, in March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB No. 107), which summarizes the staffs views regarding share-based payment arrangements for public companies. We are
evaluating the impact of the new standards and, although we have not completed our analysis, we anticipate that the expense would not exceed the amounts disclosed in Accounting for Stock-Based Compensationhad we been expensing under the new rule. In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections which replaces Accounting Principles Board (APB) Opinion 20 and FASB Statement 3. SFAS 154 changes the requirements for the accounting and reporting of a change in accounting principle. Opinion 20 previously required that most voluntary changes in accounting principles be recognized by including the cumulative effect of the new accounting principle in net income of the period of change. SFAS 154 now requires retrospective application of changes in accounting principle to prior period financial statements, unless it is impractical to determine      - 29 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements 2. Significant Accounting Policies (continued) either the period-specific effects or the cumulative effect of the change. The Statement is effective for fiscal years beginning after December 15, 2005. In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments (SFAS 155), which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. The statement also clarifies and amends certain other provisions of SFAS 133 and SFAS 140. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a re-measurement event occurring in fiscal years beginning after September 15, 2006. We do not expect the adoption of
SFAS 155 to have an impact on our results of operations or financial condition. In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assetsan amendment to FASB Statement No. 140 (SFAS 156). SFAS 156 requires that all separately recognized servicing rights be initially measured at fair value, if practicable. In addition, this statement permits an entity to choose between two measurement methods (amortization method or fair value measurement method) for each class of separately recognized servicing assets and liabilities. This new accounting standard is effective January 1, 2007. We do not expect the adoption of SFAS 156 to have an impact on our results of operations or financial condition.  In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS 157 is effective in fiscal years beginning after November 15, 2007.  Management is currently evaluating the impact that the adoption of this statement may have on the Companys consolidated financial position and results of operations. With the exception of the effects of the restatement described in these financial statements, management does not expect the adoption of these rules and pronouncements to have a material impact on the Companys financial statements. (r)
        Reclassifications Certain prior period amounts have been re-classified to conform to current year presentation.  3.  Convertible Debentures and Warrants On November 14 and November 22, 2005, the Company received total gross proceeds of $3,078,080 and issued $3,664,381 of convertible debentures, convertible into shares of common      - 30 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  3.  Convertible Debentures and Warrants (continued) stock at the option of the debenture holder at a conversion price of $0.60 The convertible debentures mature on November 14, 2007. The convertible debentures do not bear interest on the outstanding principal amount, as we received $3,078,080 in gross proceeds and issued convertible debentures in the principal amount of $3,664,381.  All principal on the convertible debentures shall be due on November 14, 2007. The Company may not prepay the convertible debentures without the consent of the debenture holders. The Company was required to redeem the convertible debentures on a monthly basis, commencing the 1st of each month, immediately after the earlier of (a) the first such date immediately following the 120th day after the issuance of the convertible debentures and (b) the first such date following the 60th day after the effective date of a registration statement and ending upon the full redemption or conversions of the convertible debentures. The amount that the Company is required to redeem per month is 1/15 of the principal amount of the debentures. The first redemption was made April 1, 2006.  Each monthly redemption requires the Company to pay $244,292 in cash. However, upon providing the appropriate notice to the debenture holders, in lieu of a cash redemption payment, the Company may elect to pay all or part of a such redemption amount in shares based on a conversion price equal to the lesser of (i) the fixed conversion price of $0.60 and (ii) 75% of the average of the ten volume weighted average prices for the ten trading days immediately prior to the applicable monthly redemption date.  The Company evaluated whether or not the secured convertible promissory notes contain embedded conversion options which meet the definition of derivatives under SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" and related interpretations. The Company concluded that since the fixed conversion rate does not change at the holders option, the notes qualify as conventional convertible debt and thus are not considered derivatives (see below for other terms which did require initially recording value of the attached warrants as derivatives). Therefore, the Company reviewed the notes for any beneficial conversion values that existed under EITF 98-5 and 00-27. There was no beneficial conversion value determined, since all debt discount was allocated to the value of the warrants and the conversion price was greater than the fair market value of the common stock of the company when granted. The Company paid the first 2 required redemption payments in cash and made the third redemption payment in shares of stock.  In June 2006, the Company issued a total of 1,879,167 shares under the redemption formula to the holders for the third payment.  The excess of the fair market value of the shares issued over the redemption amount due was recorded as additional interest expense in the amount of $18,790.  The Company also advanced the holders 839,300 shares of common stock for future payments in accordance with the terms of the agreements.  The holders, at their option, may convert, at any time until the close of business on the business day before the date of final maturity of the convertible debentures, all or any portion of the      - 31 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  3.  Convertible Debentures and Warrants (continued)  principal amount of the convertible debentures into fully paid and non-assessable shares of our common stock at the conversion price in effect at the date of conversion. The conversion price shall be equal to the conversion price of $0.60, subject to adjustment. In connection with the sale of the convertible debentures, a total of 6,179,395 long term warrants and 6,179,395 short term warrants were issued collectively to all of the debenture holders. The long term warrants are exercisable at any time on or after the six month anniversary of the issuance of the debentures at an exercise price of $0.65 per share, for a period of five years. The short term warrants have an exercise price of $0.60 per share, exercisable until the earlier of twelve months from the effective date of the registration statement, March 15, 2006, covering the shares issuable on exercise of the warrants or five years from the closing date. Pursuant to their terms, the warrants may not be exercised if such exercise would result in the holder owning more than 4.99% of our outstanding shares of common stock. In addition, the Company issued 244,292 long term and 244,292 short term warrants to the placement agent, issued on the same terms as the debenture holders warrants. These warrants were issued pursuant to Rule 506 of Regulation D under the Securities Act of 1933, in partial payment of placement fees in connection with the sale of the convertible debentures to the other selling stockholders.  The Company agreed to file a registration statement covering the shares issuable upon conversion or payment of the notes and exercise of the warrants.  The registration statement became effective March 15, 2006 and the Company is required to keep the registration statement effective until such time as all securities registered have been sold or may be resold pursuant to Rule 144 without restriction.  In the event of default, the Company will pay liquidated damages to each of the investors equal to 2% of the aggregate purchase price paid by each holder for the first 30 days after the date of default and 2% of the aggregate purchase price paid by each holder for every 30 day period thereafter. If the Company fails to pay any partial liquidated damages in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum to each investor, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.  The Company evaluated whether or not the warrants and registration rights meet the definition of derivatives under SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" and related interpretations. Pursuant to EITF 05-4 the Company concluded that the Company must issue registered shares under the warrant agreements or be subject to a potentially significant cash payment at the holders option. Therefore, the instruments must be combined and classified as a derivative liability at fair value with changes in fair value recorded in other income or expense.       - 32 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  3.  Convertible Debentures and Warrants (continued)  Upon registration of the shares issuable upon conversion and the related warrants, this derivative liability was reclassified to additional paid-in capital in the statement of stockholders equity.  The value of the 12,847,374 warrants issued with the convertible promissory notes was $5,146,094, which exceeded the $3,078,080 face value of the debentures, and accordingly, the full face value of the note of $3,078,080 was allocated to the warrant value by recording a debt discount of $3,078,080 and recording a $5,146,094 warrant liability. In addition, the excess of the value over the note amount, aggregating $2,068,014 was recorded as a warrant liability and charged to other income (expense) as a change in fair value of warrant liability. The debt discount will be amortized to interest expense over the debt term. The warrants were valued using the Black-Scholes option pricing method with a common stock price of $0.56 based on the quoted trade price, five-year expected term, zero expected dividends, volatility of 100.4% and a discount rate of 3.00%. As there was no value allocated to the debt, there
was no beneficial conversion amount to record and further, there was no intrinsic value between the conversion price of the debentures and the fair value of the stock. The warrant value for the 488,586 finder warrants using the same Black-Scholes assumptions as above was $204,834 and was directly charged to interest expense.  At March 15, 2006, the date of the effective date of the registration statement, in accordance with SFAS 133, the Company revalued the total 12,874,374 short term and long term warrants underlying the warrant liability and at that time the total value was $965,213 using the following Black-Scholes assumptions:  common stock price of $0.21, 1 and 5 years expected term, zero expected dividends, volatility of 102.7% and a discount rate of 3.00%.  The revaluation resulted in a decrease to the warrant liability of $4,180,881 from the initial recording in November 2005 and a corresponding credit to the change in fair value of warrant liability. Accordingly, the net change in the fair value of the warrant liability during fiscal 2006 resulted in other income of $2,112,867.  The balance of the convertible debentures, net of discounts, as of June 30, 2006 is as follows:  Face amount of debentures
        $
        3,664,381Original issue discount
        
        (586,301)Valuation of warrants
        
        (3,078,080)Repayments
        
        (818,373)Amortization
        
        1,188,873Convertible debentures, net of discounts
        $
        370,500  4. Stockholders Equity (a) Private placement On January 10, 2005, the Company completed an equity private placement of $900,000 by issuing 1,000,000 units at a purchase price of $0.90 per unit. Each unit comprises one share of      - 33 -   id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  common stock and two stock purchase warrants. Each warrant entitles the holder to purchase one share of common stock at $1.25 per share for the first year after the closing of the private placement, and $1.50 per share for the second year. On May 25, 2005, the Company received $1,000,000 in exchange for an additional 800,000 shares of common stock issued when related warrants were exercised at the price of $1.25 per share. (b) Warrants to purchase common stock as a result of the private placement and convertible debentures which are outstanding at June 30, 2006 are as follows: Number of shares
        Exercise Price
        Expiration Date1,000,000
        $1.50
        January 10, 20076,423,687
        $0.60
        March 14, 20076,423,687
        $0.65
        May 14, 2011 Each warrant entitles the holder to purchase one common share of the Company. (c)  On October 8, 2004, the Company effected a forward split of its then issued and outstanding 5,400,000 shares of common stock on a one-for-eight basis. This forward split resulted in 43,200,000 shares of common stock issued and outstanding as of October 8, 2004. (d)  On June 26, 2006, the Company granted individuals restricted stock grants in the aggregate amount of 2,250,000 shares on common stock for services rendered.  These shares were recorded at fair market value of $0.09, at the date of grant. 5. Stock Option Plan The board of directors has approved a Stock Option Plan (the Plan) authorizing the issuance of a total of 5,000,000 shares pursuant to which directors, officers, employees and contracted individuals/consultants of the Company are eligible to receive grants of options for the Companys common stock. Each stock option entitles its holder to purchase one common share of the Company. The Plan is administrated by the board of directors but is subject to the approval of the Companys stockholders. In March 2005, 3,150,000 stock options were granted to contracted individuals with an exercise price of $1.51 per share which expire on March 18, 2010. Of the options, 20% were vested immediately and the remaining options vest at 20% per year from March 18, 2006 to March 18, 2009. The remaining contractual life of the options was 3.71 years and 160,000 stock options were exercisable as of June 30, 2006.      - 34 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  5. Stock Option Plan (continued) # Shares Under Options
        Weighted Average
Exercise PriceInception
        -
        $
        -Granted
        3,150,000
        
        1.51Forfeited
        (100,000)
        1.51Balance, June 30, 2005
        3,050,000
        1.51Granted
        -
        -Forfeited
        (2,650,000)
        1.51Balance, June 30, 2006
        400,000
        $
        1.51   During the current year, the Company charged $260,659 to operations and $864,133 for the period from inception to June 30, 2005, for a total of $1,124,792 for the period inception to June 30, 2006, for stock options issued by applying the fair value method in accordance with SFAS No. 123. The following table shows the assumptions used in determining stock-based compensation costs under the Black-Scholes option pricing model: Expected volatility
        100%Risk-free interest rate
        3%Expected life (years)
        5Dividend yield
        NilWeighted average fair value per share of options granted
        $1.13 6. Commitments and Contingencies (a) Operating Lease In connection with its rental of office/operations space, the Company has entered into a 5-year lease with a company controlled by an officer and stockholder. The rental expense for 2006 was $39,305.  Future minimum rentals under the lease are as follows: Year Ending June 30,
        Minimum rentals2007
        $
        48,5502008
        
        51,200 2009
        
        55,3502010
        
        24,000$
        179,100       - 35 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements 6. Commitments and Contingencies (continued) (b) Technology Agreement In April 2005, the Company entered into a Memorandum of Understanding with a U.S. private company to acquire its biometric knowledge and assets, including patents, patents pending, and rights and patents to the touchStarTMand Mini-touchStarTMproducts for stock options to purchase 300,000 common shares of the Company, exercisable at $1.00 per share for a period of five years from their date of issuance. One-third of the stock options were to be immediately exercisable, one-third exercisable upon completion of the next annual meeting of the Company, and the remaining one-third on January 2, 2006. As of June 30, 2006, none of these options had been granted or exercised, nor was there any determinable value of any intangible asset (patent or patent pending) related thereto.  7. Concentration of Credit Risk SFAS 105, Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk, requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. As of June 30, 2006, financial instruments that potentially expose the Company to credit risk consist of cash. The Company maintains cash balances in a high quality financial institution. The Federal Deposit Insurance Corporation insures the accounts up to $100,000. At June 30, 2006, the Company exceeded this amount by $1,741,001. Management believes the risk of loss to be minimal.  8. Income Taxes As of June 30, 2006, the Company had approximately $1,814,000 in pretax federal and state net operating loss carryforwards expiring in 2025 and 2026. The Company provides for deferred taxes arising from temporary differences in the book and tax carrying amounts of assets and liabilities. Temporary differences arise primarily from allowance accounts and depreciation. The deferred tax asset that results from such operating loss carryforwards and temporary differences of approximately $701,000 and $0, as of June 30, 2006 and 2005, respectively,  has been fully reserved for in the accompanying consolidated financial statements as follows:      - 36 -     id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements 8. Income Taxes (continued)  June 30, 2006
        
        June 30,2005Deferred tax liabilities
        $
        -
        $
        -Deferred tax assetsNet operating loss deductions
        $
        701,000
        $
        -Other deferred assets
        
        -
        
        -Total deferred tax assets
        
        701,000
        
        -Valuation allowance
        
        (701,000)
        
        -$
        -
        $
        - Reconciliation of the differences between the statutory tax rate and the effective tax rate is as follows: Year ended June 30, 2006
        Inception to June 30, 2005
        Inception to June 30, 2006Federal Statutory tax (benefit) rate
        (34.0%)
        (34.0%)
        (34.0%)State taxes, net of federal tax (benefit) rate
        (4.63%)
        (4.63%)
        (4.63%)Effective tax rate
        (38.63%)
        (38.63%)
        (38.63%)Valuation allowance
        (38.63%)
        (38.63%)
        (38.63%)Effective income tax rate
        -
        -
        -  9. Related Party Transactions The Company leases office space from a company controlled by an officer and major stockholder.  Rental payments made under the operating lease for 2006 were $39,305. See Note 6.  For the year ended June 30, 2006, the company wrote-off a $9,000 receivable related to administrative support charged to an affiliated company controlled by an officer and major stockholder.     - 37 -    id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  9. Related Party Transactions (continued)  For the year ended June 30, 2006, computer equipment (servers, computer hardware and furniture and fixtures) for $41,000 was purchased from a company controlled by an officer and major stockholder of the Company. Also during this year, leasehold improvements totaling $10,100 were paid to the landlord, which is an entity controlled by an officer of the Company.   10.
        Significant Fourth Quarter Adjustments and Restatements  In the fourth quarter of fiscal 2006, management determined that the Company had misapplied SFAS 133 "Accounting for Derivative Instruments and Hedging Activities and related interpretations, in the Companys financial statements filed on Form 10-QSB for the periods ending December 31, 2005 and March 31, 2006.  The adjustments related to the recording and valuation of the warrant liability in connection with the short term and long term warrants associated with the convertible debentures (see note 3).  These adjustments resulted in warrant valuation income of $1,228,008 and $884,859 for the quarters ended December 31, 2005 and March 31, 2006, respectively.  The effect of the significant fourth quarter adjustment on the individual quarterly financial statements is as follows (unaudited):  Three Months Ended
December 31, 2005
        
        Three Months Ended
March 31, 2006Net income (loss) attributed to common stockholders: Previously reported
        $
        (788,289)
        $
        (906,823)Adjustment -- warrant valuation income
        
        1,228,008
        
        884,859Restated
        $
        439,719
        $
        21,964Net income (loss) per share, basic and diluted:Previously reported
        $
        (0.015)
        $
        (0.018)Adjustment
        
        0.024
        
        0.018Restated
        $
        0.009
        $
        --   11. Subsequent events  On August 1, 2006 the Company failed to make the required installment payments under the senior secured convertible debentures.  The delinquent payments to the holders total $244,292 of principal and interest.  As a result, one of the debenture holders filed a formal notice of default with the Company claiming acceleration of the outstanding principal balance, accrued interest and penalties due.  The Company owes this holder approximately $210,000 at the time of default.     - 38 -   id-Confirm, Inc.  (formerly Fidelity Capital Concepts Limited) (A development stage company)Notes to Consolidated Financial Statements  11. Subsequent events (continued)  The Company subsequently entered into negotiations with the debenture holders to amend the terms of debentures and warrants, in an effort to relieve the Company from some of the more onerous conditions of the debentures.  As a result of the default, the debentures are now considered current liabilities.  As a result of the negotiations, the Company believes it will be able to have a brief moratorium on the monthly redemptions and anticipates amending its current debentures and warrants as compensation for the time extensions.  In addition, the Company is preparing to file a new registration statement to register additional shares underlying the debentures so that future debt payments could be made in shares of common stock as provided for in the debenture agreement.      - 39 -   Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. On July 13, 2005, we decided to engage new independent accountants to audit our financial statements.  Our board of directors approved the change of accountants to Gordon, Hughes & Banks, LLP, an independent registered public accounting firm.  Accordingly, we dismissed Moore Stephens Ellis Foster, Chartered Accountants, on July 13, 2005. There were no disagreements with Moore Stephens Ellis Foster on any matter of accounting principles or practices, financial statement disclosure, or auditing procedures. The decision to change accountants was based on the determination by our board of directors that our auditors should be located in the same city as our head offices and that such a step was necessary in order for the accountants to be more accessible. Prior to our engagement of Gordon, Hughes & Banks, LLP, they were not consulted on any matter relating to accounting principles or to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements. Item 8A.  Controls and Procedures. As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by the annual report, being June 30, 2006, we have carried out an evaluation of the effectiveness of the design and operation of our companys disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our companys management, including our companys president and chief executive officer and our chief financial officer.  Based upon that evaluation, our companys president and chief executive officer and our chief financial officer concluded that our companys disclosure controls and procedures are effective as of the end of the period covered by this report.  There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect our internal controls over financial reporting. Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commissions rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president and chief executive officer and our chief financial officer as appropriate, to allow timely decisions regarding required disclosure. Item 8B.  Other Information. On August 1, 2006, we entered into negotiations with our Debenture holders to amend the terms of Debentures and Warrants issued on November 14 and 22, 2005, in an effort to relieve the company from some of the more onerous conditions of the Debentures.  One of the Convertible Debenture holders, Platinum Partners Long Term Growth II LLC, has provided us with a notice of default, dated August 7, 2006, claiming acceleration of the outstanding principal balance and accrued interest due.  The alleged default is as a result of our most recent monthly redemption payout.  As of August 1, 2006, the outstanding principal balance due to the Debenture holder alleging default was $210,608.51.  We have not received any other notices of default from any of the other Debenture holders. PART III Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. Directors and Executive Officers, Promoters and Control Persons All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.  As of September 13, 2006, our directors and executive officers, their ages, positions held, and duration as such, are as follows:      - 40 -    Name
        Position Held with the Company
        Age
        Date First Electedor AppointedRobert A. Morrison IV
        Chief Technical Officer andDirector
        41
        June 15, 2006November 16, 2004Thomas Breen
        President, Chief Operating Officer, Interim Chief Financial Officer and Director
        50
        June 15, 2006David Grasch
        Chief Executive Officer and Director
        42
        June 15, 2006 Business Experience The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each persons principal occupation during the period, and the name and principal business of the organization by which he or she was employed. Robert A. Morrison IV, Chief Technical Officer and Director Mr. Morrison became secretary on November 16, 2004 and appointed president and chief executive officer of our company on September 12, 2005 and resigned as president, chief executive officer and secretary on June 15, 2006 and was appointed chief technical officer.  Mr. Morrison has been a director since December 12, 2004.  Mr. Morrison was our chief financial officer from November 16, 2004 to July 22, 2005. For the past 15 years, Mr. Morrison has been the owner of RAM Enterprises, Inc., a computer networking consulting company that designs, builds and maintains computer networks for various enterprises. Thomas Breen, President, Chief Operating Officer and Interim Chief Financial Officer and Director Mr. Breen was appointed president, chief operating officer, interim chief financial officer and director of our company on June 15, 2006.  Mr. Breen has more than 25 years of business management knowledge with hands-on experience in positions with full P&L accountability, with more than 20 years in CEO and CFO positions, and five years in public accounting with nationally recognized firms. Mr. Breen brings a practical approach to business with an emphasis on applying strong leadership and problem-solving skills to the business needs of emerging growth companies. Mr. Breen brings experience in corporate acquisitions and divestitures, operations management, evaluating accounting issues and providing external reporting assistance. Mr. Breen is practiced at helping companies achieve their financial, liquidity and growth objectives. Mr. Breen holds a BS in Accounting, and a CPA license. David Grasch, Chief Executive Officer and Director Mr. Grasch was appointed chief executive officer and director of our company on June 15, 2006.  Mr. Grasch has over twenty years of Fortune 50 experience in the consumer products, financial services, strategic consulting and telecommunications industries. Specifically, Mr. Grasch brings Strategic, Financial and Managerial leadership to the Board of Directors. Over his career, Mr. Grasch has developed a strategic viewpoint, capable of seeing and communicating the Big Picture to customers, employees and shareholders. Mr. Grasch offers extensive experience in Sales, Operations Management and Business Development.  Mr. Grasch earned his Masters of Business Administration from the Johnson Graduate School of Management (JGSM) at Cornell University and his Bachelor of Science  Mathematics from Indiana University. Family Relationships There are no family relationships among our directors or officers.      - 41 -   Board and Committee Meetings Our board of directors held no formal meetings during the fiscal year ended June 30, 2006.  All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and the by-laws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. During the fiscal year ended June 30, 2006, our only standing committee of the board of directors was our audit committee.  We currently do not have nominating or compensation committees or committees performing similar functions.  Our Board does not believe that it is necessary to have a nominating committee because it believes that the functions of a nominating committee can be adequately performed by our board of directors, consisting of Robert A. Morrison IV, Thomas Breen and David Grasch at present.  In its capacity as a nominating committee, our Board has determined that it does not have any members that qualify as independent as the term is used in Item 7(d)(2)(ii)(D) of Schedule 14A under theSecurities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules. There has not been any defined policy or procedure
requirements for stockholders to submit recommendations or nomination for directors. We believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.  We do not have a nominating committee charter.  We do not currently have any specific or minimum criteria for nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. The entire board assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment. Audit Committee At the present time, our audit committee is comprised of Robert A. Morrison IV, Thomas Breen and David Grasch. During fiscal year ended June 30, 2006, there were no meetings held by our audit committee.  The business of our audit committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee. Involvement in Certain Legal Proceedings Our directors, executive officers and control persons have not been involved in any of the following events during the past five years: 1.             any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2.             any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3.             being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4.             being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Audit Committee Financial Expert Our board of directors has determined that it does not have a member of its audit committee that qualifies as an audit committee financial expert as defined in Item 401(e) of Regulation S-B, and is independent as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.      - 42 -   We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.  In addition, we believe that retaining an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any significant revenues to date. Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively.  Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that  Form 5 was not required for those persons, we believe that, during the fiscal year ended June 30, 2006, all filing requirements applicable to our owners as well as our officers and directors. Code of Ethics Effective September 1, 2005, our companys board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our companys president (being our principal executive officer) and our companys chief financial officer (being our principal financial and accounting officer and controller), as well as persons performing similar functions.  As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and (5) accountability for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires, among other things, that all of our companys personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics.  Further, all of our companys personnel are to be accorded full access to our companys board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or secretary. In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our companys president or secretary.  If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors.  Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter.  It is against our
company policy to retaliate against any individual who reports in good faith the violation or potential violation of our companys Code of Business Conduct and Ethics by another.      - 43 -   Our Code of Business Conduct and Ethics is incorporated by reference from our Annual Report on Form 10-KSB filed on September 28, 2005.  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to: id-Confirm, Inc., 1800 Boulder Street, Suite 400, Denver, Colorado, 80211-6400. Item 10.  Executive Compensation. The following table summarizes the compensation of key executives for the period from inception (October 28, 2004) to June 30, 2006.  No other officers or directors received annual compensation in excess of $100,000 during the last three complete fiscal years.  SUMMARY COMPENSATION TABLEAnnual Compensation
        Long Term Compensation (1)Awards
        PayoutsName and PrincipalPosition
        Year
        Salary
        Bonus
        OtherAnnualCompen-sation (1)
        SecuritiesUnderlyingOptions/SARsGranted
        RestrictedShares orRestrictedShareUnits
        LTIPPayouts
        All OtherCompen-sation Thomas BreenPresident, Chief Operating Officer, Interim Chief Financial Officer and Director(2)
        200620052004
        $5,000N/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/ADavid GraschChief Executive Officer and Director(3)
        200620052004
        $N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/ARobert A. Morrison IVChief Technical Officer and Director(4)
        200620052004
        $78,900$72,000$9,000
        N/ANilNil
        N/ANilNil
        N/ANilNil
        N/ANilNil
        N/ANilNil
        N/ANilNilRonald N. BairdFormer Chairman of the Board andDirector(5)
        200620052004
        $12,000$72,000$9,000
        N/ANilNil
        N/ANilNil
        N/ANilNil
        N/ANilNil
        N/ANilNil
        N/ANilNilBonnie McNamaraFormer Chief Financial Officer(6)
        200620052004
        $85,366N/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A
        N/AN/AN/A (1)The value of perquisites and other personal benefits, securities and property for the Named Executive Officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein. (2)Thomas Breen was appointed president, chief operating officer, interim chief financial officer and director on June 15, 2006. (3)
        David Grasch was appointed chief executive officer and director on June 15, 2006. (4)Robert A. Morrison IV became our president and chief executive officer on September 12, 2005 and secretary, chief financial officer and a director on November 16, 2004.  Mr. Morrison resigned as our chief financial officer on July 22, 2005 and as president, chief executive officer and secretary on June 15, 2006. (5)Robert N. Baird became our chairman of the board on September 12, 2005 and a director on November 16, 2004.  Mr. Baird was our president and chief executive officer from November 16, 2004 to September 12, 2005.  Mr. Baird resigned as a director and chairman on June 15, 2006. (6)Bonnie McNamara was appointed our chief financial officer on July 22, 2005.  Ms. McNamara resigned as chief financial officer on June 13, 2006.      - 44 -   Stock Options and Stock Appreciation Rights During the period from inception (October 28, 2004) to June 30, 2006, we did not grant any stock options to our executive officers. Compensation of Directors We reimburse our directors for expenses incurred in connection with attending board meetings.  We did not pay directors fees or other cash compensation for services rendered as a director in the year ended June 30, 2006. We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments. Employment Contracts and Termination of Employment and Change in Control Arrangements We have no employment contracts with any of our directors or officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options at the discretion of our board of directors in the future.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer. Item 11.  Security Ownership of Certain Beneficial Owners and Management. The following table sets forth certain information regarding beneficial ownership of our shares of common stock as of September 13, 2006, - by each person who is known by us to beneficially own more than 5% of our shares of common stock; - by each of our officers and directors; and - by all of our officers and directors as a group.  Name and Address of Beneficial Owner
        Title of Class
        Amount and Nature of Beneficial Owner(1)
        Percentage of Class(2)Robert A. Morrison IV2045 S. Pinewood RoadSedalia, CO  80135
        common stock
        7,651,800
        12.40%Thomas Breen1800 Boulder Street, Suite 400Denver, CO  80211
        common stock
        Nil
        0%David Grasch6092 Blue Terrace CircleCastle Rock, CO  80108
        common stock
        3,280,000
        5.31%       - 45 -    Name and Address of Beneficial Owner
        Title of Class
        Amount and Nature of Beneficial Owner(1)
        Percentage of Class(2)Ronald Nelson Baird2210 Pine Wood RoadSedalia, CO  80135
        common stock
        5,301,000
        8.59%S&G Holdings5198 S. Memphis CourtCentennial, CO 80015
        common stock
        4,435,600
        7.19%All Officers and DirectorsAs a Group (3 persons)
        common stock
        10,931,800
        17.71%  (1)           Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of September 13, 2006 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.  (2)
        Percentage based on 61,718,542 shares of common stock outstanding on September 13, 2006. Changes in Control We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company. Item 12.  Certain Relationships and Related Transactions. We have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, 5% beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest. The promoters of our company are our directors and officers. Item 13.  Exhibits. Exhibits required by Item 601 of Regulation S-B Exhibit Number
        Description(2)
        Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession2.1
        Share Purchase Agreement dated September 1, 2003 among FCC, Kim Yvonne Allan and John Andrew Allan (incorporated by reference from our Registration Statement on Form 10-SB filed on December 2, 2003).2.2
        Share Exchange Agreement dated November 12, 2004 among FCC and the stockholders of id-Confirm, Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 17, 2004).(3)
        Articles of Incorporation and Bylaws3.1
        Articles of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB filed on December 2, 2003).       - 46 -    3.2
        By-laws (incorporated by reference from our Registration Statement on Form 10-SB filed on December 2, 2003).3.3
        Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on January 4, 2005).3.4
        Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on October 10, 2006).(4)
        Instruments Defining the Rights of Security Holders, Including Indentures4.1
        2005 Stock Option Plan (incorporated by reference from our Annual Report on Form 10-KSB filed on September 28, 2005).(10)
        Material Contracts10.1
        Letter of Intent dated November 23, 2004 between id-Confirm Inc. and Aeros Aviation, LLC (incorporated by reference from our Current Report on Form 8-K filed on December 1, 2004).10.2
        Letter of Intent dated effective February 18, 2005 between id-Confirm Inc. and Aeros Aviation, LLC (incorporated by reference from our Current Report on Form 8-K filed on February 28, 2005).10.3
        Letter of Intent dated effective April 1, 2005 between id-Confirm Inc. and Inner Circle Logistics, Inc. (incorporated by reference from our Current Report on Form 8-K filed on April 7, 2005).10.4
        Memorandum of Understanding dated April 9, 2005 between id-Confirm Inc. and Aeros Aviation, LLC (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2005).10.5
        Distribution Agreement dated August 31, 2005 between id-Confirm, Inc. and BBD Best Brands Distribution Ltd. (incorporated by reference from our Current Report on Form 8-K filed on October 6, 2005)10.6
        Form of Securities Purchase Agreement entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):JMG Triton Offshore Fund Ltd.
        JMG Capital Partners LPCrescent (International) Ltd.
        Omicron Master TrustPlatinum Long Term Growth II, LLC
        Iroquois Master Fund Ltd.Double U Master Fund, LP
        Monarch Capital Fund Ltd.CMS Capital
        Alpha Capital AGNite Capital LP
        Bristol Investment Fund, Ltd.Whalehaven Capital
        Tayside Trading Ltd.10.7
        Form of Senior Secured Convertible debenture entered into with the following subscribers for the principle amounts indicated, in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):JMG Triton Offshore Fund Ltd.
        $
        300,000
        JMG Capital Partners LP
        $
        300,000Crescent (International) Ltd.
        $
        300,000
        Omicron Master Trust
        $
        300,000Platinum Long Term Growth II, LLC
        $
        297,714.29
        Iroquois Master Fund Ltd.
        $
        120,000Double U Master Fund, LP
        $
        300,000
        Monarch Capital Fund Ltd.
        $
        300,000CMS Capital
        $
        200,000
        Alpha Capital AG
        $
        416,667.67Nite Capital LP
        $
        120,000
        Bristol Investment Fund, Ltd.
        $
        250,000       - 47 -    Whalehaven Capital
        $
        360,000
        Tayside Trading Ltd.
        $
        100,00010.8
        Form of Registration Rights Agreement entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):JMG Triton Offshore Fund Ltd.Crescent (International) Ltd.Platinum Long Term Growth II, LLCDouble U Master Fund, LPCMS CapitalNite Capital LPWhalehaven Capital
        JMG Capital Partners LPOmicron Master TrustIroquois Master Fund Ltd.Monarch Capital Fund Ltd.Alpha Capital AGBristol Investment Fund, Ltd.Tayside Trading Ltd.10.9
        Form of Common Stock Purchase Warrant entered into with the following subscribers for the number of warrants indicated at an exercise price of $0.65 per share, in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):JMG Triton Offshore Fund Ltd.
        505,902
        JMG Capital Partners LP
        505,902Crescent (International) Ltd.
        505,902
        Omicron Master Trust
        505,902Platinum Long Term Growth II, LLC
        502,048
        Iroquois Master Fund Ltd.
        202,361Double U Master Fund, LP
        502,902
        Monarch Capital Fund Ltd.
        505,902CMS Capital
        337,268
        Alpha Capital AG
        702,642Nite Capital LP
        202,361
        Bristol Investment Fund, Ltd.
        421,585Whalehaven Capital
        667,083
        Tayside Trading Ltd.
        168,63410.10
        Form of Securities Agreement entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):JMG Triton Offshore Fund Ltd.
        JMG Capital Partners LPCrescent (International) Ltd.
        Omicron Master TrustPlatinum Long Term Growth II, LLC
        Iroquois Master Fund Ltd.Double U Master Fund, LP
        Monarch Capital Fund Ltd.CMS Capital
        Alpha Capital AGNite Capital LP
        Bristol Investment Fund, Ltd.Whalehaven Capital
        Tayside Trading Ltd.10.11
        Form of Subsidiary Guarantee entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):JMG Triton Offshore Fund Ltd.
        JMG Capital Partners LPCrescent (International) Ltd.
        Omicron Master TrustPlatinum Long Term Growth II, LLC
        Iroquois Master Fund Ltd.Double U Master Fund, LP
        Monarch Capital Fund Ltd.CMS Capital
        Alpha Capital AGNite Capital LP
        Bristol Investment Fund, Ltd.Whalehaven Capital
        Tayside Trading Ltd.       - 48 -    10.12
        Form of Short Term Common Stock Purchase Warrant entered into with the following subscribers for the number of warrants indicated at an exercise price of $0.60 per share exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date, in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):JMG Triton Offshore Fund Ltd.
        505,902
        JMG Capital Partners LP
        505,902Crescent (International) Ltd.
        505,902
        Omicron Master Trust
        505,902Platinum Long Term Growth II, LLC
        502,048
        Iroquois Master Fund Ltd.
        202,361Double U Master Fund, LP
        502,902
        Monarch Capital Fund Ltd.
        505,902CMS Capital
        337,268
        Alpha Capital AG
        702,642Nite Capital LP
        202,361
        Bristol Investment Fund, Ltd.
        421,585Whalehaven Capital
        667,083
        Tayside Trading Ltd.
        168,634(14)
        Code of Ethics14.1
        Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on September 28, 2005).(16)
        Letter on change in certifying accountant16.1
        Letter from Moore Stephens Ellis Foster Ltd. regarding change in independent accountant (incorporated by reference from our Current Report on Form 8-K filed on July 29, 2005).(31)
        Section 302 Certifications31.1
        Section 302 Certification (filed herewith).31.2
        Section 302 Certification (filed herewith).(32)
        Section 906 Certification32.1
        Section 906 Certification (filed herewith).32.2
        Section 906 Certification (filed herewith).       - 49 -   Item 14.  Principal Accountant Fees and Services. Audit Fees During our 2006 fiscal year, our independent registered public accounting firm, Gordon, Hughes & Banks, LLP billed us aggregate fees in the amount of approximately $40,000.  These amounts were billed for professional services that Gordon, Hughes & Banks, LLP provided during our fiscal 2006 for the audit of our annual financial statements, review of the financial statements included in our reports on form 10-QSB, review of our registration statements and other services typically provided by an accountant in connection with statutory and regulatory filings on engagements for the fiscal year. From inception to June 30, 2005, our former accountant, Moore, Stephens, Ellis, Foster, LTD., billed us aggregate fees in the amount of approximately $7,000. These fees relate to services rendered for the audit of our annual financial statements and review of the financial statements included in our reports on 10-QSB. Audit Related Fees For the fiscal year ended June 30, 2006 and from inception to June 30, 2005, the aggregate fees billed for audit and related services by Gordon, Hughes & Banks, LLP which are not reported under the caption Audit Fees above, was $-0- and $-0- respectively. Tax Fees For the fiscal years ended June 30, 2006 and from inception to June 30, 2005, we did not utilize Gordon, Hughes & Banks, LLP for other non-audit professional services or preparation of corporate tax returns. We do not use Gordon, Hughes & Banks, LLP for financial information system design and implementation.  These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers.  We do not engage Gordon, Hughes & Banks, LLP to provide compliance outsourcing services. Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Gordon, Hughes & Banks, LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be: 
        approved by our audit committee (which consists of entire Board of Directors); or 
        entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management. The audit committee pre-approves all services provided by our independent auditors.  The pre-approval process has just been implemented in response to the new rules, and therefore, the audit committee does not have records of what percentage of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered. The audit committee has considered the nature and amount of fees billed by Mintz & Partners LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Mintz & Partners LLP's independence.       - 50 -   SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. id-CONFIRM, INC. By:
        /s/ Thomas Breen Thomas Breen President, Chief Operating Officer, Interim Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date:  October 12, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature
        Title
        Date/s/ Thomas BreenThomas Breen
        President, Chief Operating Officer, Interim Chief Financial Officer and Director
        October 12, 2006/s/ Robert A. Morrison, IVRobert A. Morrison, IV
        Chief Technical Officer and Director
        October 12, 2006/s/ David GraschDavid Grasch
        Chief Executive Officer and Director
        October 12, 2006