<PAGE>

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

                                   FORM 10-KSB

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

                        Commission file number: 000-31541

                               AMERICAN IDC CORP.
         --------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                    Florida                               65-0941058
--------------------------------------------   ---------------------------------
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
              or organization)

            1904 11th Street, Suite 1, Santa Monica, California 90404
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (310) 445-2599
                                 --------------
                            Issuer's telephone number

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No( )

Check if disclosure of delinquent filers pursuant 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. Yes (X) No ( )

State issuer's revenues for its most recent fiscal year:  None

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 2001: $521,000

Number of outstanding shares of the registrant's par value $0.001 common stock
as of February 28, 2002: 5,200,000


                                       1
<PAGE>
<TABLE>
<CAPTION>

                                    AMERICAN IDC CORP.

                                        FORM 10-KSB

                                           INDEX


                                                                                                      Page
                                                                                                      ----
                                          Part I

<S>        <C>                                                                                        <C>
Item 1     Business....................................................................................3

Item 2.    Properties..................................................................................3

Item 3.    Legal Proceedings...........................................................................3

Item 4.    Submission of Matters of a Vote of Security Holders.........................................4

                                          Part II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters.......................4

Item 6.    Management's Discussion and Analysis of Financial Condition and Results of Operations.......4

Item 7.    Financial Statements and Supplementary Data.................................................9

Item 8.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........9

                                         Part III

Item 9.    Directors and Executive Officers of the Registrant..........................................9

Item 10.   Executive Compensation.....................................................................10

Item 11.   Security Ownership of Certain Beneficial Owners and Management.............................11

Item 12.   Certain Relationships and Related Transactions.............................................12

                                          Part IV

Item 13.   Exhibits, Financial Statement Schedule and Reports on Form 8-K.............................12

Signatures ...........................................................................................12

</TABLE>

                                            2
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

When used in this Form 10-KSB, the words "expects," "anticipates," "estimates"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to risks and uncertainties, including those set
forth below under "Risks and Uncertainties," that could cause actual results to
differ materially from those projected. These forward-looking statements speak
only as of the date hereof. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any statement is based. This discussion should be read together with the
financial statements and other financial information included in this Form
10-KSB.

General
-------
American IDC Corp. (hereinafter the "Company"), a development-stage company, was
incorporated on June 3, 1997 under the laws of the state of Florida. Its
Articles of Incorporation provided for authorized capital of fifty million
(50,000,000) shares of common stock, par value $0.001.

There have been no bankruptcy, receiverships, or similar proceedings by or
against the Company. There has been no material reclassification, merger,
consolidation, or purchase or sale of any significant asset(s).

The Company's principal executive offices are located at: 1904 11th Street,
Suite 1, Santa Monica, California 90404.

Business History
----------------
The Company was incorporated as a development-stage company on June 3, 1997 as
Future Projects VIII Corp. On July 20, 2000, the Company changed its name to
American IDC Corp.

Presently, the company continues as a development-stage company with focuses on
developing online business and credit services.

Products and Services
---------------------
The Company's products and services are expected to include:

1.  Online Financial Services
2.  'Brick and Mortar' Business and Credit Service Centers
3.  Act as E-Commerce Provider in Secondary Credit Market

Employees
---------
Currently, the Company has no employees other than the principal. However,
additional staff will be added, as the success of the business demands it.


ITEM 2.  PROPERTIES

The Company is currently operating out of the office of the President of the
Company, Gordon Lee, at 1904 11th Street, Suite 1, Santa Monica, California
90404. The Company currently only occupies the one suite; however, the entire
facility consists of approximately 700 square feet of designated office space,
designed to provide short term/temporary accommodation solution to emerging and
growing businesses. The facility allows businesses to lease spaces on a project
basis or short-term lease until a more permanent solution can be sought out. The
Company believes the ability to expand into these facilities as the business
plan is executed, will be adequate for its current requirements.

The Company's future plans will likely require more permanent additional space
as its business plan progresses. If, and when, this should occur, the Company
will look into expansion into target markets that will be able to financially
support the additional office space and manpower required.

(a)  Real Estate.                           None

(b)  Computer and Office Equipment          $0

ITEM 3.  LEGAL PROCEEDINGS

The Company is not, and does not anticipate being, a party to any legal
proceedings in the foreseeable future.

                                       3
<PAGE>

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

No matters were submitted during the fiscal year covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The Company's shares of common stock are currently quoted on the Pink Sheets
market under the ticker symbol ACNI. The Company is not aware of any established
trading market for its common stock. The table below sets forth the high and low
bid information for each quarter within the last two years. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

         2000              High     Low
         ----              ----     ---
         2nd Quarter       $5.00    $.50
         3rd Quarter       $2.00    $.50
         4th Quarter       $2.25    $.50
         2001
         1st Quarter       $2.25    $.25
         2nd Quarter       $2.25    $1.25
         3rd Quarter       $4.25    $.25
         4th Quarter       $4.25    $.25

(b) As of December 31, 2001, the Company had seven (7) shareholders of record of
the common stock.

(c) No dividends on outstanding common stock have been paid within the last five
(5) fiscal years, and interim periods. The Company does not anticipate or intend
upon paying dividends for the foreseeable future.

(d) The table below sets forth securities authorized for issuance under equity
compensation plans.

<TABLE>
                                EQUITY COMPENSATION PLAN INFORMATION
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                Number of securities to be    Weighted average exercise
                                  issued upon exercise of       price of outstanding         Number of securities
                                   outstanding options,         options, warrants and        available for future
        Plan category               warrants and rights                rights                      issuance
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                            (a)                          (b)                          (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                      <C>                            <C>                        <C>
Equity compensation plans                    0                           N/A                          N/A
approved by security holders
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans not            1,700,000                      $1.50                      1,500,000
approved by security holders
------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                    1,700,000                      $1.50                     $1,500,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

In November 2001, the board adopted the 2001 Non-Qualified Stock Compensation
Plan (the "Stock Plan"). The Stock Plan covers 1,500,000 shares of common stock
and allows the board or plan committee to issue shares of stock or options to
acquire shares of stock to persons covered by the Stock Plan. No shares or
options have been granted under the Stock Plan.

On November 12, 2001, the Company retained legal counsel under a written fee
agreement. The fee agreement required the Company to issue of 100,000 shares of
common stock and grant the lawyer an option to purchase 100,000 shares of common
stock at $1.50 per share expiring December 31, 2005.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

                                       4
<PAGE>

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock. In
particular, investors should refer to the section entitled, "Factors That May
Affect Future Results and Market Price of Stock".

Plan of Operation
-----------------
During the next twelve months, the Company plans to concentrate its efforts on
developing its services and identifying specific markets and clients for these
services. The Company intends to rely on the experience and expertise of its
management to study the market for information technology solutions.

Because the Company remains essentially a start-up development company with
limited capital resources, it may be necessary for the President to either
advance funds to the Company, or to accrue expenses until such time as an
additional financing can be made. Management intends to hold expenses to a
minimum and to obtain services on a contingency basis when possible until the
Company's product development and marketing reaches a point when additional
financing will be possible. Further, the Company's President and sole Director
will defer any cash compensation until such time as the Company begins to earn
revenues from operations.

It is clear to the Company that present funding is not sufficient for the launch
of its operations, and that it must interest investors in one or more secondary
capital formation programs before it can launch.

Management is now engaged in evaluating the feasibility of further limited
offerings or private placements, whether to develop a program for investors
involving royalties or profit participation in actual product sales, with
investments tied to specific products, or whether to attempt to register
securities for sale, pursuant to Section 5 of the Securities Act of 1933. It is
the conclusion of management that significant additional capital formation is
necessary to launch operations successfully.

The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis, until the Company begins to
earn revenues from operations. Outside advisors or consultants will be used only
if they can be obtained for a minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this manner as it
continues to develop its business plan during the next twelve months.

The Company does not anticipate performing research and development for any
products during the next twelve months.

The Company does not anticipate the sale of any significant property, plant or
equipment during the next twelve months. The Company does not anticipate the
acquisition of any significant property, plant or equipment during the next 12
months, other than computer equipment and peripherals used in the Company's
day-to-day operations. The Company believes it has sufficient resources
available to meet these acquisition needs.

Cash Requirements and Need for Additional Funds
-----------------------------------------------
The Company anticipates no substantial cash requirements for the next twelve
months to remain in its present pre-operating condition. It is the opinion of
management that approximately $1,000,000 would be required to launch operations
in the next twelve months.

To sustain the Company in a pre-operating mode, the Company has indicated
substantial self-sufficiency. For this reason, management anticipates no
activity during that period, other than compliance with reporting requirements.
Required management, legal and professional services during that period are
believed capable of being secured for deferred payment or payment in new
investment shares of common stock. The exception to the previous statement is
that the Company's auditor cannot lawfully or properly be compensated otherwise
than by payment for services in cash as billed by such independent auditor. This
cash requirement is foreseen to be not less than $4,000 or more than $10,000
during the next twelve months. This minimal funding will be obtained by
borrowing, possibly with a guarantee from its officers, directors or principal
shareholder. There is no assurance possible that even these minimal requirements
for cash can be met. The failure to maintain current auditing of the corporate
affairs would result in the failure to meet the Company's intention to file
periodic reports, voluntarily or otherwise, at the close of its next fiscal
year. Management may advance the expenses of its audit, legal and professional
requirements. No significant cash or funds are required for management to
evaluate possible transactions. No such activity is expected for at least the
next six months.

In the more important and desirable event that operations are to be launched
during the next twelve months, as intended, it will be necessary for the Company
to obtain sufficient working capital to insure that its operations could
continue for long enough to achieve profitability.

                                       5
<PAGE>

While the Company has disclosed the results of such a contingency, it does not
anticipate any such contingency upon which the Company would voluntarily cease
filing reports with the SEC, even though it might cease to be required to do so
under current rules. It is in the Company's compelling interest to be a
reporting company and to report its affairs quarterly, annually and currently,
as the case may be, generally to provide accessible public information to
interested parties. Capital formation programs cannot be approached responsibly
without maintenance of the Company's reporting status.

Discussion and Analysis of Financial Condition and Results of Operations
-------------------------------------------------------------------------

OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS: The Company was
incorporated on June 3, 1997 and has yet to launch operations. Activity during
the past year has been confined to the identification of markets and the
development of services.

FUTURE PROSPECTS: The Company is unable to predict when it may launch intended
operations, or failing to do so, when and if it may elect to participate in a
business acquisition opportunity. The reason for this uncertainty arises from
its limited resources and competitive disadvantage to other public or
semi-public issuers. Notwithstanding these conditions, the Company expects to
develop a capital formation strategy and launch operations during the next
twelve to eighteen months.

REVERSE ACQUISITION CANDIDATE: The Company is currently searching for a
profitable business opportunity. This contingency is disclosed for the
possibility that the Company's intended business might fail. The Company is also
a reverse acquisition candidate. Should the Company's business fail, management
does not believe the Company would be able to effectively, under current laws
and regulations, attract capital, and would be required to seek such an
acquisition to achieve profitability for shareholders.

Recent Accounting Pronouncements
--------------------------------

The Company adopted Statement of Financial Accounting Standards No. 132,
Employers' Disclosures about Pension and Other-Post Employment Benefits ("SFAS
132"). SFAS No. 132 establishes disclosure requirements regarding pension and
post employment obligations. SFAS No. 132 does not affect the company as of
December 31, 2000.

In March 1998, Statement of Position No. 98-1 was issued, which specifies the
appropriate accounting for costs incurred to develop or obtain computer software
for internal use. The new pronouncement provides guidance on which costs should
be capitalized; over what period such costs should be amortized and what
disclosures should be made regarding such costs. This pronouncement is effective
for fiscal years beginning after December 15, 1998, but earlier application is
acceptable. Previously capitalized costs will not be adjusted. The Company
believes that it is already in substantial compliance with the accounting
requirements as set forth in this new pronouncement and therefore believes that
adoption will not have a material effect on financial condition or operating
results.

The Company adopted Statement of Financial Standards No. 133, Accounting for
Derivative Instruments and for Hedging Activities ("SFAS No. 133") in the year
ended December 31, 2000. SFAS No.133 requires that certain derivative
instruments be recognized in balance sheets at fair value and for changes in
fair value to be recognized in operations. Additional guidance is also provided
to determine when hedge accounting treatment is appropriate whereby hedging
gains and losses are offset by losses and gains related directly to the hedged
item. SFAS No. 133's impact on the Company's financial statements is not
expected to be material, as the Company has not historically used derivative and
hedge instruments.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101(" SAB 101"), Revenue Recognition in Financial Statements, which
became effective December 31, 2000. The Company does not expect the standard to
have a material effect on its financial condition or operating results.

In March 2000, the FASB issued interpretation No. 44 ("FIN 44"), "Accounting for
Certain Transactions Involving Stock Compensation, an Interpretation of APB
Opinion No. 25". FIN 44 clarifies the application of APB No. 25 for (a) the
definition of employee for purposes of applying APB No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequences of various modifications to previously fixed stock
option or award, and (d) the accounting for an exchange of stock compensation
awards in a business combination. FIN 44 was effective July 2, 2000 but certain
conclusions cover specific events that occur after either December 15, 1998 or
January 12, 2000. The adoption of FIN 44 did not have an effect on the Company's
financial statements but may impact the accounting for grants or awards in
future periods.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations (FAS 141), and FAS
142, Goodwill and Other Intangible Assets (FAS 142). FAS 141 addresses the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination. FAS 142 addresses the initial recognition
and measurement of intangible assets acquired outside of a business combination,
whether acquired individually or with a group of other assets, and the
accounting and reporting for goodwill and other intangibles subsequent to their
acquisition. These standards require all future business combinations to be
accounted for using the purchase method of accounting.

                                       6
<PAGE>

Goodwill will no longer be amortized but instead will be subject to impairment
tests at least annually. The Company is required to adopt FAS 141 and FAS 142 on
a prospective basis as of January 1, 2002; however, certain provisions of these
new standards may also apply to any acquisitions concluded subsequent to June
30, 2001. As a result of implementing these new standards, the Company will
discontinue the amortization of goodwill as of December 31, 2001. The Company
does not believe that the adoption of FAS 141 or 142 will have a material impact
on its consolidated financial statements.

In October 2001, the Financial Accounting Standards Board issued FAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144). FAS
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets. This statement supersedes FAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
(FAS 121) and related literature and establishes a single accounting model,
based on the framework established in FAS 121, for long-lived assets to be
disposed of by sale. The Company is required to adopt FAS 144 no later than
January 1, 2002. The Company does not believe that the adoption of FAS 144 will
have a material impact on its consolidated financial statements.


Risk Factors That May Affect Future Results and Market Price of Stock
----------------------------------------------------------------------
The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements made in this report. These risks and
uncertainties include, but are not necessarily limited to, the risks set forth
below. The Company's securities are speculative, and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested.

LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; UNCERTAINTY OF FUTURE RESULTS

The Company was organized in 1997, and has no operating history upon which an
evaluation of its business and prospects can be based. The Company's prospects
must be evaluated with a view to the risks encountered by a company in an early
stage of development, particularly in light of the uncertainties relating to the
acceptance of the Company's business model.

The Company will be incurring costs to develop and market its information
technology solutions, to establish marketing relationships, and to build an
administrative organization. There can be no assurance that the Company will be
profitable on a quarterly or annual basis. In addition, as the Company expands
its business network and marketing operations, it will likely need to increase
its operating expenses, broaden its customer support capabilities, and increase
its administrative resources. To the extent that such expenses are not
subsequently followed by commensurate revenues, the Company's business, results
of operations and financial condition will be materially adversely affected.

POSSIBLE NEED FOR ADDITIONAL FINANCING

It is possible that revenues from the Company's operations may not be sufficient
to finance its initial operating cost to reach breakeven. If this were to occur,
the Company would need to raise or find additional capital. While the Company
expects to be able to meet its financial obligations for approximately the next
twelve months, there is no assurance that, after such period, the Company will
be operating profitably. If they are not, there can be no assurance that any
required capital would be obtained on terms favorable to the Company. Failure to
obtain adequate additional capital on favorable terms could result in
significant delays in the expansion of new services and market share and could
even result in the substantial curtailment of existing operations and services
to clients.

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
RESULTS.

As a result of the Company's lack of operating history and the emerging nature
of the market in which it competes, the Company is unable to forecast its
revenues accurately. The Company's current and future expense levels are based
largely on its investment/operating plans and estimates of future revenue and
are to a large extent based on the Company's own estimates. Sales and operating
results generally depend on the volume of, timing of, and ability to obtain
customers, orders for services received, and revenues therefrom generated. These
are, by their nature, difficult at best to forecast.

The Company may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall or delay. Accordingly, any significant
shortfall or delay in revenue in relation to the Company's planned expenditures
would have an immediate adverse affect on the Company's business, financial
condition, and results of operations. Further, in response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service, or marketing decisions that could have a material adverse effect on the
Company's business, financial condition, operating results, and cash flows.

                                       7
<PAGE>

DEVELOPING MARKET; ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE JUST NOW
BEING PROVEN.

The Company's long-term viability is substantially dependent upon the continued
widespread acceptance and use of the Internet as a medium for business commerce
in terms of the sales of both products and services to businesses and
individuals. The use of the Internet as a means of business sales and commerce
it has only recently reached a point where many companies are making reasonable
profits from their endeavors therein, and there can be no assurance that this
trend will continue.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth. In addition, delays in the
development or adoption of new standards and protocols to handle increased
levels of Internet activity or increased governmental regulation could slow or
stop the growth of the Internet as a viable medium for business commerce.
Moreover, critical issues concerning the commercial use of the Internet
(including security, reliability, accessibility and quality of service) remain
unresolved and may adversely affect the growth of Internet use or the
attractiveness of its use for business commerce.

The failure of the necessary infrastructure to further develop in a timely
manner, or the failure of the Internet to continue to develop rapidly as a valid
medium for business would have a material adverse effect on the Company's
business, financial condition, operating results, and cash flows.

UNPROVEN ACCEPTANCE OF THE COMPANY'S SERVICES AND/OR PRODUCTS

The Company is still in its development stage. As a result, it does not know
with any certainty whether its services and/or products will be accepted within
the business marketplace. If the Company's services and/or products prove to be
unsuccessful within the marketplace, or if the Company fails to attain market
acceptance, it could materially adversely affect the Company's financial
condition, operating results, and cash flows.

DEPENDENCE ON KEY PERSONNEL

The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and director. The Company
intends to hire additional technical, sales, and other personnel as they move
forward with their business model. Competition for such personnel is intense,
and there can be no assurance that the Company can retain its key technical
employees, or that it will be able to attract or retain highly qualified
technical and managerial personnel in the future. The loss of the services of
any of the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel could have a material adverse
effect upon the Company's business, financial condition, operating results, and
cash flows. The Company does not currently maintain "key man" insurance for any
of its key employees.


COMPETITION

The online credit and financial services market in which the Company will
operate is very competitive. Many competitors have substantially greater,
financial, technical, marketing, and distribution resources than the Company.

In all its markets, the Company competes against a large number of companies of
varying sizes and resources. There are an increasing number of competitive
services and products offered by a growing number of companies. Increased
competition in any service or product area may result in a loss of a client,
reduction in sales revenue, or additional price competition, any of which could
have a material adverse effect on the Company's operating results. In addition,
existing competitors may continue to broaden their service and/or product lines
and other potential competitors may enter or increase their presence in the
information technology solutions market, resulting in greater competition for
the Company.

Most of the Company's current and potential competitors have substantially
longer operating histories, larger customer bases, greater name and service
recognition, and significantly greater financial, marketing, and other resources
than the Company. In addition, competitors may be acquired by, receive
investments from or enter into other commercial relationships with larger,
well-established and well-financed companies as the use of the Internet and
other online services increases. Many of the Company's competitors may be able
to respond more quickly to changes in customer preferences/needs, devote greater
resources to marketing and promotional campaigns, adopt more aggressive pricing
policies and devote substantially more resources to Internet site and systems
development than the Company.

                                       8
<PAGE>

It is possible that new competitors or alliances among competitors may emerge
and rapidly acquire market share. Increased competition may result in reduced
operating margins and/or loss of market share, either of which could materially
adversely affect the Company's business, results of operations and financial
condition. There can be no assurance that the Company will be able to compete
successfully against current or future competitors or alliances of such
competitors, or that competitive pressures faced by the Company will not
materially adversely affect its business, financial condition, operating results
and cash flows.

RISKS OF POTENTIAL GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES RELATING
TO THE INTERNET

The Company is not currently subject to direct federal, state, or local
regulation in the United States and Canada other than regulations applicable to
businesses generally or directly applicable to electronic commerce. However,
because the Internet is becoming increasingly popular, it is possible that a
number of laws and regulations may be adopted with respect to the Internet.
These laws may cover issues such as user privacy, freedom of expression,
pricing, content, and quality of products and services, taxation, advertising,
intellectual property rights and information security. Furthermore, the growth
of electronic commerce may prompt calls for more stringent consumer protection
laws. The adoption of such consumer protection laws could create uncertainty in
Internet usage and reduce the demand for all products and services.

In addition, the Company is not certain how its business may be affected by the
application of existing laws governing issues such as property ownership,
copyrights, encryption, and other intellectual property issues, taxation, libel,
obscenity, and export or import matters. It is possible that future applications
of these laws to the Company's business could reduce demand for its products and
services or increases the cost of doing business as a result of litigation costs
or increased service delivery costs.

Because the Company's services will likely be available over the Internet in
multiple states, and possibly foreign countries, other jurisdictions may claim
that the Company is required to qualify to do business and pay taxes in each
state or foreign country. The Company's failure to qualify in other
jurisdictions when it is required to do so could subject the Company to
penalties and could restrict the Company's ability to enforce contracts in those
jurisdictions. The application of laws or regulations from jurisdictions whose
laws do not currently apply to the Company's business may have a material
adverse affect on its business, results of operations and financial condition.

INTELLECTUAL PROPERTY RIGHTS

As part of its confidentiality procedures, the Company expects to enter into
nondisclosure and confidentiality agreements with its key employees and any
consultants and/or business partners and will limit access to and distribution
of its technology, documentation, and other proprietary information.

Despite the Company's efforts to protect any intellectual property rights it may
have, unauthorized third parties, including competitors, may from time to time
copy or reverse-engineer certain portions of the Company's technology and use
such information to create competitive services and/or products.

It is possible that the scope, validity, and/or enforceability of the Company's
intellectual property rights could be challenged by other parties, including
competitors. The results of such challenges before administrative bodies or
courts depend on many factors, which cannot be accurately assessed at this time.
Unfavorable decisions by such administrative bodies or courts could have a
negative impact on the Company's intellectual property rights. Any such
challenges, whether with or without merit, could be time consuming, result in
costly litigation and diversion of resources, and cause service or product
delays. If such events should occur, the Company's business, operating results
and financial condition could be materially adversely affected.

RISKS OF TECHNOLOGY TRENDS AND EVOLVING INDUSTRY STANDARDS

The Company's success will depend on its ability to develop information
technology solutions that will meet customers' changing requirements. The
information technology solutions industry is characterized by rapidly changing
technology, evolving industry standards, and changes in customer needs and
frequent new service and product introductions. The Company's future success
will depend, in part, on its ability to effectively use leading-edge
technologies, to continue to develop its technological expertise, to enhance its
current service, to develop new products that meet changing customer preferences
and to influence and respond to merging industry standards and other
technological changes on a timely and cost-effective basis.

DEPENDENCE OF LICENSED TECHNOLOGY

The Company may rely on certain technology licensed from third parties, and
there can be no assurance that these third party technology licenses will be
available to the Company on acceptable commercial terms or at all.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements attached to this Report on Form 10-KSB as pages F-1 to
F-11 are incorporated herein by reference.

                                       9
<PAGE>

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

In February 2001 the Company terminated its relationship with Barry L. Friedman,
Certified Public Accountants. The Company engaged Stefanou & Company, LLP as its
independent auditors. In the last two years, there were no disagreements on
matters of accounting and auditing between the Company and Stefanou & Company,
LLP.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) The following table furnishes the information concerning the Company's
directors and officers as of December 31, 2001. The directors of the Company are
elected every year and serve until their successors are elected and qualify.

Name               Age      Title                                         Term
----               ---      -----                                         ----

Gordon F. Lee      49       President, Secretary, Treasurer, Director     Annual

The following table sets forth the portion of their time the Officers and
Directors devote to the Company:

Gordon Lee            10%

The term of office for each director is one (1) year, or until his/her successor
is elected at the Company's annual meeting and is qualified. The term of office
for each officer of the Company is at the pleasure of the board of directors.

The board of directors does not have a nominating committee. Therefore, the
selection of persons or election to the board of directors was neither
independently made nor negotiated at arm's length.

(b) Identification of Certain Significant Employees.

The directors and executive officers of the Company handle strategic matters and
critical decisions.

(c) Family Relationships.

None

(d) Business Experience.

The following is a brief account of the business experience of each director and
executive officer of the Company, including principal occupations and employment
during that period and the name and principal business of any corporation or
other organization in which such occupation and employment were carried on.

Gordon F. Lee has been the President and sole Director the Company since March
28, 2000.

>From 1991 to March 1998, Mr. Lee served as the President of USA Video
Corporation, one of the first companies to offer video on demand and high
quality digitizing and compression services.

>From March 1998 to March 1999, Mr. Lee served as the President of Glass Master
Industries, a company working on the development of a bullet resistant glass
coating technology, which was eventually sold off to other companies for
commercial development

>From March 1999 through the present, Mr. Lee has served as President of Bentley
Communications Corp., an online-gaming company. From March 2000 to present, Mr.
Lee continues to serve as Bentley's CEO and Chairman.

Mr. Lee has also served in the past five years on the Board of Directors of
companies such as Laser Vision Inc. and Future Media Technologies.

(e) Directors' Compensation

Directors who are also officers of the registrant receive no cash compensation
for services as a director.


ITEM 10.  EXECUTIVE COMPENSATION

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the registrant's officers and directors, and persons who own
more than 10% of a registered class of the registrant's equity securities, to
file reports of ownership and changes in ownership of equity securities of the

                                       10
<PAGE>

registrant with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish to registrant with copies of all
Section 16(a) documents they file.

Some of the officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with the demands
of their other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.


EXECUTIVE COMPENSATION

(a)  Cash Compensation.

Compensation paid by the Company for all services provided up to December 31,
2001 to each of its executive officers

<TABLE>
                                   SUMMARY COMPENSATION TABLE OF EXECUTIVES
<CAPTION>
                                           ANNUAL COMPENSATION                                  LONG TERM COMPENSATION
                      --------------------------------------------------------------    ----------------------------------------
    NAME AND                                                                                                     SECURITIES
    PRINCIPAL           YEAR          SALARY           BONUS ANNUAL                     RESTRICTED STOCK         UNDERLYING/
    POSITION             $               $             COMPENSATION         OTHER            AWARDS                OPTIONS
------------------    ---------    --------------    -----------------    ----------    ------------------    ------------------
<S>                     <C>              <C>                <C>               <C>               <C>                   <C>
Gordon Lee,             2001             0                  0                 0                 0                     0
President,
Treasurer,
Secretary, and
Director

</TABLE>

(h)  The Company has made no Long-Term Compensation payouts (LTIP or other)

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Beneficial owners of five percent (5%) or greater of the Company's common
stock: No preferred stock is outstanding at the date of this offering. The
following sets forth information with respect to ownership by holders of more
than five percent (5%) of the registrant's common stock known by the registrant
based upon 5,200,000 shares outstanding at December 31, 2001.

<TABLE>
<CAPTION>
                                                                    AMOUNT OF BENEFICIAL
 TITLE OF CLASS        NAME AND ADDRESS OF BENEFICIAL OWNER               INTEREST                PERCENT OF CLASS
------------------    ---------------------------------------    ---------------------------    ----------------------
<S>                   <C>                                                          <C>                           <C>
Common                Gordon F. Lee                                                4,477,000                     86  %
                      1904 11th Street, Suite 1
                      Santa Monica, CA  90404

Common                Cede & Co.                                                     521,000                      10 %
                      PO Box 222
                      Bowling Green Station, NY 10274
</TABLE>

                                       11
<PAGE>

b) The following sets forth information with respect to the Company's common
stock beneficially owned by each officer and director, and by all directors and
officers as a group, at December 31, 2001.

<TABLE>
<CAPTION>
                              AMOUNT OF BENEFICIAL
  TITLE OF CLASS        NAME AND ADDRESS OF BENEFICIAL OWNER              INTEREST                PERCENT OF CLASS
-------------------     -------------------------------------    ---------------------------    ----------------------
<S>                     <C>                                                       <C>                           <C>
Common                  Gordon F. Lee
                        1904 11th Street, Suite 1
                        Santa Monica, CA  90404                                   4,477,000                     86  %
                                                                                  ---------                     -----

Total as a group                                                                  4,477,000                     86  %

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

          (A) Exhibits

The exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

Exhibit
Number                Description of Document
------                -----------------------

3.1 (a)               Articles of Incorporation of the registrant

3.2 (a)               By-laws of the registrant

(a)      Included as an Exhibit to the registration statement on the Company's
         Form 10-SB dated September 15, 2000

          (B) Reports on Form 8-K.

The Company did not file any current reports on Form 8-K during the fourth
quarter of 2001.

                                   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. In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date:    April 8, 2002                               American IDC Corp.

                                                     /s/ Gordon F. Lee
                                                     ---------------------------
                                                     Gordon F. Lee
                                                     President


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.


NAME                                   TITLE                       DATE
-----------------------------------    -----------------------     -------------

/s/ Gordon F. Lee                      Director                    April 8, 2002
------------------------------------
Gordon F Lee

                                       12
<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2001 AND 2000

                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                               AMERICAN IDC CORP.




                                      F-1
<PAGE>


                               AMERICAN IDC CORP.

                          INDEX TO FINANCIAL STATEMENTS


                                                                            PAGE
Report of Independent Certified Public Accountants...........................F-3

Balance Sheets at December 31, 2001 and 2000.................................F-4

Statements of Losses for the two years ended December 31, 2001 and 2000
and the period June 3, 1997 (date of inception) to December 31, 2001.........F-5

Statement of  Stockholders' Equity for the period June 3, 1997
(date of inception) to December 31, 2001.....................................F-6

Statements of Cash Flows for the two years ended December 31, 2001 and
2000 and the period June 3, 1997 (date of inception) to December 31, 2001....F-7

Notes to Financial Statements.........................................F-8 - F-12

                                      F-2
<PAGE>

                             STEFANOU & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                                1360 Beverly Road
                                    Suite 305
                              McLean, VA 22101-3621
                                  703-448-9200
                               703-448-3515 (fax)
                               mclean@stefanou.com
                               -------------------

                                                                Philadelphia, PA
--------------------------------------------------------------------------------

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

Board of Directors
American IDC Corp
Santa Monica, CA 90404

We have audited the accompanying balance sheets of American IDC Corp. (formerly
Future Projects VIII Corp.), a development-stage Company, as of December 31,
2001 and 2000 and the related statements of losses, stockholders' equity and
cash flows for the years then ended and for the period June 3, 1997 (date of
inception) through December 31, 2001. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based upon our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides 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 American IDC Corp. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the two years ended and from June 3, 1997 (date of inception) to December
31, 2001, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in the Note I to the accompanying
financial statements, the Company is in the development stage and has not
established a source of revenues. This raises 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.



/s/ Stephanou & Company, LLP
McLean, Virginia
February 27, 2002

                                      F-3
<PAGE>
<TABLE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000
<CAPTION>

                                                                  2001           2000
                                                                ---------      ---------
                                     ASSETS
<S>                                                             <C>            <C>
Current Assets:
    Cash                                                        $     10       $      -
    Prepaid Expenses                                              61,234              -
                                                                ---------      ---------
   Total Current Assets                                         $ 61,244       $      -
                                                                =========      =========

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
   Accounts Payable                                             $ 23,443       $      -
   Officers advances (Note B)                                     10,624          6,510
                                                                ---------      ---------
   Total current liabilities                                      34,067          6,510

Stockholders' Equity (Deficit) (Note C)
 Common Stock, par value $0.001 per share; 50,000,000
 authorized; 5,200,000 and 5,100,000 issued at December 31,
 2001 and 2000, respectively                                       5,200          5,100
Additional Paid in Capital                                        81,800          6,900
Deficit accumulated during development stage                     (59,823)       (18,510)
                                                                ---------      ---------
   Stockholder's Equity (deficit)                                 27,177         (6,510)
                                                                ---------      ---------
                                                                $ 61,244       $      -
                                                                =========      =========
</TABLE>

                 See accompanying notes to financial statements

                                      F-4
<PAGE>
<TABLE>

                                         AMERICAN IDC CORP.
                                    (A DEVELOPMENT-STAGE COMPANY)
                                         STATEMENT OF LOSSES
<CAPTION>

                                                                                     June 3, 1997 (Date of
                                                             For the year ended          Inception) to
                                                                December 31,           December 31, 2001
                                                                ------------           -----------------
                                                          2001             2000
                                                          ----             ----
<S>                                                   <C>               <C>               <C>
Expenses:
  General and administrative                          $    41,313       $    15,710       $    59,823
                                                      ------------      ------------      ------------

  Total expenses                                           41,313            15,710            59,823


Loss before income taxes                                  (41,313)          (15,710)          (59,823)

Income (taxes) benefit                                          -                 -                 -
                                                      ------------      ------------      ------------
Net Loss                                              $   (41,313)      $   (15,710)      $   (59,823)
                                                      ============      ============      ============

Net loss per share (basic and assuming dilution)      $     (0.01)      $     (0.00)      $     (0.01)
                                                      ============      ============      ============


 Weighted average shares outstanding                    5,106,319         5,030,958         5,030,120

</TABLE>

                           See accompanying notes to financial statements.

                                                F-5
<PAGE>
<TABLE>

                                              AMERICAN IDC CORP.
                                         (A DEVELOPMENT-STAGE COMPANY)
                                STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                   FOR THE PERIOD JUNE 3, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001

<CAPTION>
                                                                                     Deficit
                                                                                   Accumulated
                                                                  Additional Paid   during the
                                      Common Shares      Amount      in Capital   Development Stage    Total
                                      -------------      ------      ----------   -----------------    -----
<S>                                    <C>            <C>            <C>             <C>             <C>
Issuance of common stock to
Founders in exchange for
services on June 3, 1997 at
$.0004 per share                       5,000,000      $   5,000      $  (3,000)      $       -       $   2,000

Net Loss                                       -              -              -          (2,000)         (2,000)
                                       ----------     ----------     ----------      ----------      ----------

Balance at December 31, 1997           5,000,000          5,000         (3,000)         (2,000)              -

Net Loss                                       -              -              -               -               -
                                       ----------     ----------     ----------      ----------      ----------

Balance at December 31, 1998           5,000,000          5,000         (3,000)         (2,000)              -

Net Loss                                       -              -              -            (800)           (800)
                                       ----------     ----------     ----------      ----------      ----------

Balance at December 31, 1999           5,000,000          5,000         (3,000)         (2,800)           (800)

Issuance of common stock to
consultants in exchange
for services on September 7, 2000
at $ .10 per share                       100,000            100          9,900               -          10,000

Net Loss                                       -              -              -         (15,710)        (15,710)
                                       ----------     ----------     ----------      ----------      ----------

Balance at December 31, 2000           5,100,000          5,100          6,900         (18,510)         (6,510)

Issuance of common stock to
consultants in exchange
for services in December 2001
at $ .75 per share                       100,000            100         74,900               -          75,000

Net Loss                                       -              -              -         (41,313)        (41,313)
                                       ----------     ----------     ----------      ----------      ----------

Balance at December 31, 2001           5,200,000      $   5,200      $  81,800       $ (59,823)      $  27,177
                                       ==========     ==========     ==========      ==========      ==========
</TABLE>

                                See accompanying notes to financial statements

                                                     F-6
<PAGE>
<TABLE>

                                    AMERICAN IDC CORP.
                               (A DEVELOPMENT-STAGE COMPANY)
          STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
            AND FROM JUNE 3, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001

<CAPTION>

                                                                                     June 3, 1997
                                                                                   (Date of Inception)
                                                  For the year ended December 31, to December 31, 2001
                                                       2001            2000
                                                       ----            ----
<S>                                                  <C>            <C>                <C>
Cash Flows from Operating Activities
Net Loss                                             $(41,313)      $(15,710)          $(59,823)
Adjustments to reconcile net loss to net cash
provided by operating activities:

Common stock issued in connection with services
rendered, net                                          75,000         10,000             87,800

Change in:
    Prepaid Expenses and Deposits                     (61,234)             -            (61,234)
    Accounts Payable                                   23,443              -             23,443
                                                     ---------      ---------          ---------
Cash used in operating activities                      (4,104)        (5,710)            (9,814)

Cash flows from Financing Activities
Advances from Officers                                  4,114          5,710              9,824
                                                     ---------      ---------          ---------
Net cash provided by financing activities               4,114          5,710              9,824

Net Increase (decrease) in cash and cash
equivalents                                                10              -                 10


Cash at beginning of period                                 -              -                  -
                                                     ---------      ---------          ---------
Cash at end of period                                $     10       $      -           $     10
                                                     =========      =========          =========

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the period for:
   Interest                                          $      -       $      -           $      -
   Taxes                                                    -              -                  -
Common stock issued in connection with services
rendered                                               75,000         10,000             87,800


</TABLE>

                      See accompanying notes to financial statements

                                           F-7
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.

Business and Basis of Presentation
----------------------------------
On June 3, 1997, American IDC Corp. (formerly Future Projects VIII Corp.) (the
"Company") was incorporated under the laws of the state of Florida. The Company
is in the development stage, as defined by Statement of Financial Accounting
Standards No. 7 ("SFAS No. 7") and its efforts have been principally devoted to
developing an online business and credit service . To date, the Company has
generated no sales revenues, has incurred expenses and has sustained losses.
Consequently, its operations are subject to all the risks inherent in the
establishment of a new business enterprise. For the period from inception
through December 31, 2001, the Company has accumulated losses of $ 59,823.

Estimates
---------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

Revenue Recognition
-------------------
The Company will follow a policy of recognizing income as revenue in the period
the services are provided and the products shipped.

Cash Equivalents
----------------
For the purpose of the accompanying financial statements, all highly liquid
investments with maturity of three months or less are considered to be cash
equivalents.

Income Taxes
------------
The Company has adopted Statement of Financial Accounting Standards No. 109
("SFAS 109"), which requires the recognition of deferred tax liabilities, and
assets for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
tax liabilities and assets are determined based on the difference between
financial statements and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Temporary differences between taxable income reported for financial reporting
purposes and income tax purposes are insignificant.

Impairment of Long-Lived Assets
-------------------------------
The Company has adopted Statement of Financial Accounting Standards No. 121
("SFAS 121"). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. SFAS 121 also requires assets to be disposed of
be reported at the lower of the carrying amount or the fair value less costs to
sell.

Comprehensive Income
--------------------
The Company does not have any items of comprehensive income in any of the
periods presented.

Segment Information
-------------------
The Company has adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS 131")
in the year ended December 31, 1999. SFAS establishes standards for reporting
information regarding operating segments in annual financial statements and
requires selected information for those segments to be presented in interim
financial reports issued to stockholders. SFAS 131 also establishes standards
for related disclosures about products and services and geographic areas.
Operating segments are identified as components of an enterprise about which
separate discrete financial information is available for evaluation by the chief
operating decision maker, or decision-making group, in making decisions on how
to allocate resources and assess performance.

                                      F-8
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A - SUMMARY OF ACCOUNTING POLICIES  (CONTINUED)

Net Loss Per Share
------------------
The Company has adopted Statement of Financial Accounting Standard No. 128,
Earnings Per Share ("SFAS 128"), specifying the computation, presentation and
disclosure requirements of earnings per share information. Basic earnings per
share have been calculated based upon the weighted average number of common
shares outstanding. Stock options and warrants have been excluded as common
stock equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material. There is no effect on earnings
per share information for the year ended December 31, 2001 relating to the
adoption of this standard.

Stock Based Compensation
------------------------
The Company accounts for stock transactions in accordance with APB Opinion 25,
"Accounting for Stock Issued to Employees." In accordance with Statement of
Financial Accounting Standard No. 123, Accounting for Stock Based Compensation
(SFAS 123"), the company has adopted the proforma disclosure requirements.

Liquidity
---------
The Company is in the development stage and its efforts have been principally
devoted to developing an online business and credit service. To date the Company
has generated no sales revenues, has incurred expenses, and has sustained
losses. As shown in the accompanying financial statements, the Company incurred
a net loss of $ 41,313 during the year ended December 31, 2001 and $ 15,710
during the year ended December 31, 2000. For the period from inception through
December 31, 2001, the Company has accumulated losses of $ 59,823. Consequently,
its operations are subject to all risks inherent in the establishment of a new
business enterprise.

Concentrations of Credit Risk
-----------------------------
Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and trade receivables. The Company places its cash and temporary cash
investments with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.

Research and Development
------------------------
Company-sponsored research and development costs related to both present and
future products will be expended in the period incurred.

Advertising
-----------
The Company will follow a policy of charging the costs of advertising to
expenses incurred. The Company did not incur any advertising costs during the
years ended December 31, 2001 and 2000.

                                      F-9
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A - SUMMARY OF ACCOUNTING POLICIES  (CONTINUED)

New Accounting Pronouncements
-----------------------------

In March 2000, the FASB issued Interpretation No. 44, Accounting for Certain
Transactions Involving Stock Compensation, an Interpretation of APB Opinion No.
25 ("FIN 44"). FIN 44 clarifies the application of APB No. 25 for (a) the
definition of employee for purposes of applying APB No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequences of various modifications to previously fixed stock
options or awards, and (d) the accounting for an exchange of stock compensation
awards in a business combination. FIN 44 is effective July 2, 2000, but certain
conclusions cover specific events that occur after either December 15, 1998 or
January 12, 2000. The adoption of FIN 44 did not have an effect on the Company's
financial statements but may impact the accounting for grants or awards in
future periods.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations (FAS 141), and FAS
142, Goodwill and Other Intangible Assets (FAS 142). FAS 141 addresses the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination. FAS 142 addresses the initial recognition
and measurement of intangible assets acquired outside of a business combination,
whether acquired individually or with a group of other assets, and the
accounting and reporting for goodwill and other intangibles subsequent to their
acquisition. These standards require all future business combinations to be
accounted for using the purchase method of accounting.

Goodwill will no longer be amortized but instead will be subject to impairment
tests at least annually. The Company is required to adopt FAS 141 and FAS 142 on
a prospective basis as of January 1, 2002; however, certain provisions of these
new standards may also apply to any acquisitions concluded subsequent to June
30, 2001. As a result of implementing these new standards, the Company will
discontinue the amortization of goodwill as of December 31, 2001. The Company
does not believe that the adoption of FAS 141 or 142 will have a material impact
on its consolidated financial statements.

In October 2001, the Financial Accounting Standards Board issued FAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144). FAS
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets. This statement supersedes FAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
(FAS 121) and related literature and establishes a single accounting model,
based on the framework established in FAS 121, for long-lived assets to be
disposed of by sale. The Company is required to adopt FAS 144 no later than
January 1, 2002. The Company does not believe that the adoption of FAS 144 will
have a material impact on its consolidated financial statements.


NOTE B - RELATED-PARTY TRANSACTIONS

The Company's President and principal shareholder has advanced $10,624 and
$6,510 to the Company as of December 31, 2001 and 2000, respectively. No formal
agreements or repayment terms exist.

NOTE C - CAPITAL STOCK

The Company is authorized to issue 50,000,000 shares of common stock, with a par
value of $.001 per share. On June 3, 1997, the Company issued 5,000,000 shares
of common stock to its founders for services and expenses in connection with
services provided and expenses incurred in forming the Company. The Company
valued the shares issued at $0.001 per share, which represents the fair value of
the services received which did not differ materially from the value of the
stock issued.

On September 7, 2000, the Company issued 100,000 shares to outside consultants
in connection with professional services rendered on behalf of the Company. The
Company valued the shares issued at $0.10 per share, which represents the fair
value of the services received which did not differ materially from the value of
the stock issued.

In December 2001, the Company issued 100,000 shares to an outside consultant in
connection with professional services rendered on behalf of the Company. The
Company valued the shares issued at $0.75 per share, which represents the fair
value of the services received which did not differ materially from the value of
the stock issued.

                                      F-10
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE D - INCOME TAXES

The Company has adopted Financial Accounting Standard Number 109, which requires
the recognition of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.

At December 31, 2001, the Company has available for federal income tax purposes
an approximate net operating loss carryforward of $59,000, expiring the year
2021, that may be used to offset future taxable income. The Company has provided
a valuation reserve against the full amount of the net operating loss benefit,
since in the opinion of management based upon the earnings history of the
Company, it is more likely than not that the benefits will not be realized. Due
to significant changes in the Company's ownership, the Company's future use of
its existing net operating losses may be limited.

Components of deferred tax assets as of December 31, 2001 are as follows:

           Non-current:
           Net operating loss carryforward                $     9,750
           Valuation allowance                                (9,750)
                                                          -----------

           Net deferred tax asset                         $         0
                                                          ===========



NOTE G - LOSSES PER SHARE

The following table presents the computation of basic and diluted losses per
share:

                                                     2001            2000
                                                 ------------    ------------

Loss available for common shareholders           $    41,313     $    15,710
                                                 ============    ============

Basic and fully diluted loss per share           $    (0.01)     $    (0.00)
                                                 ============    ============

Weighted average common shares outstanding         5,106,319       5,030,958
                                                 ============    ============

Net loss per share is based upon the weighted average of shares of common stock
outstanding

NOTE H- STOCK COMPENSATION PLAN

On November 12, 2001, the Board of Directors of the Company adopted 2001
Non-Qualified Stock Compensation Plan ("Plan") covering 1,500,000 shares of
common stock. The Plan provides for the issuance of common stock to key
employees, directors and consultants. No shares or options have been granted
under the Plan.

On November 12, 2001, the Company entered a Fee Agreement for Professional
Services with Richard O. Weed ("Fee Agreement"). The Company issued Mr. Weed
100,000 shares of common stock and granted Mr. Weed an option to purchase
100,000 shares at $1.50 per share expiring December 31, 2005 in accordance with
the Fee Agreement.

NOTE I - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the period June 3, 1997 through December 31, 2001,
the Company has incurred a loss of $59,823. In addition, the Company has a
deficiency in stockholder's equity of $27,177 at December 31, 2001. These
factors among others may indicate that the Company will be unable to continue as
a going concern for a reasonable period of time.

                                      F-11
<PAGE>

The Company's existence is dependent upon management's ability to develop
profitable operations. Management is devoting substantially all of its efforts
to establishing its Internet Data Center business and there can be no assurance
that the Company's efforts will be successful. However, the planned principal
operations have not commenced and no assurance can be given that management's
actions will result in profitable operations or the resolution of its liquidity
problems. The accompanying statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.


                                      F-12