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                                  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

                  For the fiscal year ended December 31, 2003.

                        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                (IRS Employer Identification No.)
of incorporation or organization)

                       11301 Olympic Boulevard, Suite 680
                              Los Angeles, CA 90064
                    (Address of principal executive offices)

                                 (310) 445-2599
                            Issuer's telephone number

              SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:
                          COMMON STOCK, $.001 PAR VALUE

        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. [X]

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

Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of March 4, 2004: $562,100.00.

Number of outstanding shares of the registrant's par value $0.001 common stock
as of March 4, 2004: 30,879,000 shares

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                               AMERICAN IDC CORP.

                                   FORM 10-KSB

                                      INDEX

                                                                            Page
                                                                            ----
                                     Part I

Item 1.         Business ....................................................  3

Item 2.         Properties ..................................................  6

Item 3.         Legal Proceedings ...........................................  6

Item 4.         Submission of Matters to a Vote of Security Holders .........  6

                                     Part II

Item 5.         Market for Registrant's Common Equity and Related
                Stockholder Matters .........................................  7

Item 6.         Management's Discussion and Analysis or Plan of Operation ...  8

Item 7.         Financial Statements ........................................ 14

Item 8.         Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosure .................................... 14

Item 8A.        Controls and Procedures ..................................... 14

                                    Part III

Item 9.         Directors, Executive Officers of the Registrant, Promoters
                and Control Persons; Compliance with Section 16(a) of the
                Exchange Act; Code of Ethics ................................ 14

Item 10.        Executive Compensation ...................................... 16

Item 11.        Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters .................. 16

Item 12.        Certain Relationships and Related Transactions .............. 17

Item 13.        Exhibits and Reports on Form 8-K ............................ 18

Item 14.        Principal Accountant Fees and Services ...................... 18

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                                     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 "Risk Factors That May Affect Future Results And Market Price
Of Stock," 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: 11301 Olympic
Boulevard, Suite 680, Los Angeles, CA 90064.

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. The Company is developing online interactive businesses, such
as dating sites, portals, and music downloading sites. It is focused on creating
and providing the platforms for Internet businesses, where others pay to use its
sites and provide their own content. In this way, it hopes to be able to
profitably grow without the cost and limitations of being a content provider.

In fiscal 2003, American IDC focused on developing its interactive Internet
businesses, including online dating sites that are either independent, or tied
into syndicated television shows, and an Internet music downloading website for
independent bands.

DATING SITES

MYCOFFEEDATE.COM

With dating sites growing rapidly in popularity, MyCoffeeDate.com will fill the
niche for a dating site that provides its members with a database of eligible
matches, and a location to meet that's convenient, safe, inexpensive and
comfortable.

MyCoffeeDate.com couples online dating with meetings at coffee shops - one of
the most frequent and logical places for people to meet. A concern of most
online dating services and their customers is how to arrange and facilitate that
important first meeting. MyCoffeeDate.com will enable people to meet at safe,
easily accessible and inexpensive local coffee shops located throughout every
community in the USA.

MyCoffeeDate.com is online and launched through a strategic alliance with
Thunder Road, MyCoffeeDate.com with member profiles, custom software, customer
support and online marketing. MyCoffeeDate.com shares a database of
approximately 350,000 people who submitted their profiles to MatchRanger.com,
Thunder Road's primary dating site. MyCoffeeDate.com is not yet charging for its
premium memberships but plans to do this in mid 2004. When it does, Thunder Road
will receive 25% of the member revenue for their services.

American IDC has an affiliate agreement with SMARTpages.com, the leading source
of online yellow pages, to provide coffee shop and cafe listings for this
website. The SMARTpages.com directory also provides MyCoffeeDate.com members
with the detailed maps and directions of their local coffee shops and cafes.
MyCoffeeDate.com will receive revenue from click-throughs to SMARTpages.com.

DATING SITES PARTNERING WITH SYNDICATED TELEVISION SHOWS

In addition to MyCoffeeDate.com, American IDC Corp. has a joint venture
agreement with Firefly Media Group, an entertainment production and distribution
company, to provide matchmaking web sites for their upcoming syndicated
television shows that revolve around dating. The shows are Astromates (to be
renamed Signs of Love), Cinderella Factor, Cupids Court, Find Your Date, and Set
Me Up.

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Each of the matchmaking websites that American IDC will create, co-own and
partner with Firefly Media Group are hoped to provide added revenue streams,
cross marketing and advertising opportunities, strengthen brand recognition and
build an interactive community. In addition, each site will encourage audience
and viewer submissions, as well as applications from those who want to either
attend or be participants on the shows.

The dating television shows are planned to be in domestic syndication and
international distribution in 2004. The first launch will be Astromates, with
production of its pilot scheduled for Spring 2004. The Astromatestv website that
ties in with the Astromates television show, for example, is planned to enable
members to find love on the web with the assistance of online astrologers. Plans
include enabling members to have their astrological charts shown online to
assist in finding an astrological love match.

The dating sites are being completed to coincide with each show's premiere.
There will be no initial charge to register on the dating sites. A membership
fee, comparable in price to similar dating sites, will be offered to those
individuals who want to enjoy the sites' premium features.

HOTRAZOR.COM

HotRazor.com will be a new music-downloading site. HotRazor.com, currently being
produced by American IDC, is planned to give local independent, unsigned
musicians from across the globe, the ability to have their music listened to and
sold to music lovers worldwide while sharing in the download revenue.

HotRazor.com's development began in the fourth quarter of 2003. It will be a
music downloading website developed specifically to provide an outlet for
independent artists to market, promote, and upload their music to sell to public
consumers across the globe. Unlike most other music sites, there are no
membership fees to join. The cost of downloading its music is anticipated to be
39 cents per song.

With recent music industry financial losses, fewer recording contracts are
signed each year, resulting in unsigned artists seeking out new ways to
profitably market their music. HotRazor.com provides the service of giving all
unsigned musicians a single outlet to have their music heard, and sold without
the expense of CD pressing and distribution.

HotRazor.com will be providing Internet radio streaming of its unsigned artists
in various genre formats. Streaming will benefit its musician members by
providing them with free promotional value in addition to their inclusion in its
downloading database. HotRazor.com expects to charge for advertising on its
streaming sites.

HotRazor.com will deliver cutting edge music, made by talented musicians from a
wide range of cities, states, countries, and musical genres. For a minimal fee,
bands can join HotRazor.com and have the opportunity to upload songs for
consumer download, post tour dates, biographies, photos, and links to their
private websites. In turn, consumers shopping for independent artists' music
will easily search, listen to, and download music for a nominal fee, which
HotRazor.com will share with the artists.

Hotrazor.com's anticipates that its initial revenue will come from several
sources. This includes:

         o    fees paid by music downloaders
         o    fees paid by independent (indie) bands to be on the site
         o    advertising revenue from the website and streaming media
              broadcasts
         o    consulting fees and commissions for working with indie bands

OPERATION OF HOTRAZOR.COM

HotRazor.com's approach to the ever-increasing music downloading websites is
unique in a variety of ways. First, HotRazor.com will not handle CD
distribution. It is a music downloading site only, giving consumers the
opportunity to choose any amount of music they want from any given artist
without the binds of ordering multiple song CD's. Secondly, it will not be
charging a membership fee to download from its database. Instead, HotRazor.com
expects to sell consumers a bank of tokens, for a ten-dollar minimum purchase,
that consumers will exchange for songs. HotRazor.com also plans to include
helpful information on subjects important to independent artists, such as; HOW
TO BREAK INTO THE MUSIC BUSINESS, HOW TO DESIGN A PRESS KIT, HOW TO FORMAT A
DEMO CD, and other important insights into improving their hold on the local
market.

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TARGET MARKET

HotRazor.com's projected, consumer demographic ranges from teens to adults,
13-54, with an emphasis on the youth market. HotRazor.com will be a destination
portal website for music fans to chat both with bands and each other, download
music, listen to streaming, vote on favorite songs, and enjoy the opportunity to
own the best of what record labels have yet to find.

In exchange for a minimal fee, bands will be provided with their own web page on
HotRazor.com, with the ability to edit and upload band photos, contact
information, tour dates, links to their private websites, fan page commentary,
as well as the value of being included in an easily searchable database of
downloadable music with other unsigned artists in their musical genre.

MARKETING PLAN

HotRazor.com hopes to impact the music business in a new way -- by freeing
musicians from big budgets and record labels and by returning a significant
portion of the profit to the artist. In addition, independent musicians may
reach worldwide audiences, making new industry contacts, increasing their fan
base, and selling their music.

In order to secure HotRazor.com's foothold in the music downloading market, it
must first provide consumers with a comprehensive music-downloading database. It
will begin by populating the website by offering the first 500 independent bands
a free, six-month membership to HotRazor.com, allowing them to have complete
access to all of HotRazor.com's amenities. These bands will be solicited mainly
by means of college newspaper articles across the U.S., and viral marketing, a
marketing phenomenon that facilitates and encourages people to pass along a
marketing message (i.e. by e-mail). Upon reaching its initial database content
goals of 500 membership bands, it will begin marketing the website to consumer
music downloader's. To do this, it will be contacting various music magazines
with a public relations campaign, including; ROLLING STONE, VIBE, XXL, THE
SOURCE, SPIN, GUITAR WORLD, etc., as well as a list of Teen Publications such
as; SEVENTEEN, YM, and TEEN BEAT.

HotRazor.com plans to draw most of its users to the website through word of
mouth. The goal of HotRazor.com is to be not just an addition to local musicians
marketing and distribution tactics, but instead become a necessity to any
musician looking to gain recognition and profit for their efforts.

HotRazor.com's marketing budget is limited. Its initial goal is to attract
people to its site once, and let the site and its novel content be the
inducement to have them use the site, bring them back and encourage them to
invite their friends. HotRazor.com plans to supplement these efforts through
print advertising and public relations efforts it hopes to have in music
publications worldwide.

It will also will heavily rely on keyword marketing through google.com,
overture.com and other pay-per-click websites, as well as search engine
submission techniques. It is looking into affiliate program for other sites to
send it traffic.

COMPETITION

HotRazor.com will be in competition with every music downloading site on the
internet. They are sites such as Napster, Kazaa, and Limewire.com.
HotRazor.com's approach differs from these, in being focused on attracting
independent, unsigned music artists to upload music to its site. This is the key
element that will differentiate it from other music downloading competition.
Members who download will most likely be customers of multiple downloading
websites, but will join HotRazor.com for it's unique niche in this rising,
competitive market. There are several key positions that are planned to
differentiate HotRazor.com from its music downloading competitors, that may
include:

         o    HotRazor.com is for independent bands
         o    Its downloading consumers pay NO memberships fees to enter the
              site
         o    HotRazor.com will not sell artists' CD's, saving on packaging and
              shipping
         o    It will provide artists with their own web page on the site which
              will provide consumers with information on band's contact info,
              links to their private websites, tour dates, biographies, and
              photos, all easily edited by band through their given HotRazor.com
              account
         o    HotRazor.com plans to provide bands with useful music industry
              information accessible only through HotRazor.com
         o    HotRazor.com will allow consumers to plug into an Internet radio
              stream of independent artists who are members of the site, while
              giving the consumer an option to easily purchase the songs that
              they hear on the stream

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         o    HotRazor.com plans to provide the option of purchasing
              HotRazor.com business cards with specific band logos and contact
              info for a small fee
         o    HotRazor.com plans to post the top downloaded songs and artist's
              every day
         o    Bands will be able to log on and check to see where their songs
              place in the most downloaded song list
         o    Artist's will be able to log on and freely upload new songs, and
              remove those that they no longer want available for downloading
         o    Consumer members will have the option to receive e-zines from
              HotRazor.com with artist updates, top downloads, and HotRazor.com
              news

The site is under development and is planned to launch in the fourth quarter of
2004, with Internet radio streaming to follow after. Its initial plan is to
begin to populate the site by offering 500 bands a membership to HotRazor.com,
free of charges for the first year, in the period immediately after launch. This
offer is to aid in populating its database of music to offer to downloading
consumers using the site. Upon reaching that goal, HotRazor.com will begin
signing bands for a small fee, while drawing downloading listeners to the site.

CUSTOM SOFTWARE - ONLINE DATABASE SOLUTIONS MADE SIMPLE

American IDC has recruited a cadre of experienced and talented offshore software
developers that enable it to rapidly and inexpensively produce custom solutions
used to develop its businesses.

There are many markets for specific online software programs for a variety of
applications, such as:

         o    travel and tourism,
         o    gaming and gambling,
         o    dating and matchmaking,
         o    real estate and business brokering, and
         o    adult entertainment.

American IDC will continue to develop its own proprietary branded products to
market to others, or to enter into the business itself, tying in its software
developers with its business ventures. MyCoffeeDate.com and HotRazor.com are
examples of this.

EMPLOYEES

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

RESEARCH AND DEVELOPMENT COSTS

The Company incurred no research and development costs during the years ended
December 31, 2002 and December 31, 2003.

ITEM 2.  PROPERTIES

The Company is currently operating out of the office of the Chief Executive
Officer of the Company, Gordon Lee, at 11301 Olympic Boulevard, Suite 680, Los
Angeles, CA 90064. The Company does not pay any rent for use of this space.

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.

ITEM 3.  LEGAL PROCEEDINGS

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

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

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

                                       6

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                                     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.

2002                                     High         Low
                                         -----        ----

              1st Quarter                $1.75        $.25
              2nd Quarter                $1.01        $.75
              3rd Quarter                $ .85        $.50
              4th Quarter                $1.00        $.10

2003

              1st Quarter                $ .49        $.04
              2nd Quarter                $ .26        $.03
              3rd Quarter                $ .22        $.08
              4th Quarter                $ .16        $.04

(b) As of December 31, 2003, the Company had twenty-four (24) shareholders of
record of the common stock.

(c) No dividends on outstanding common stock have been paid within the last two
(2) fiscal years, and interim periods. The Company does not anticipate or intend
to pay dividends in the foreseeable future.

(e) Recent Sales of Unregistered Securities

On or about October 14, 2003, the Company issued Tristan Cavato 72,000 shares of
restricted common stock for consulting services valued at $2,900.00, rendered
from October 8, 2003 to December 7, 2003. Exemption from registration under the
Securities Act of 1933 is claimed for the sale of these securities in reliance
upon the exemption offered by section 4(2) of the Act, which exempts
transactions by issuers not involving a public offering.

On or about October 14, 2003, the Company entered into a consulting agreement
with Tim Neil, whereby Mr. Neil provided design consultation regarding the
creation of a logo, website and ads for the company in exchange for 100,000
restricted shares of common stock, valued at $5,000. Exemption from registration
under the Securities Act of 1933 is claimed for the sale of these securities in
reliance upon the exemption offered by section 4(2) of the Act, which exempts
transactions by issuers not involving a public offering.

On or about November 11, 2003, the Company entered into a subscription agreement
with Bentley Communications Corp., whereby the Company issued Bentley 100,000
shares of restricted common stock in exchange for $6,000.00. Gordon F. Lee, an
officer and sole director of the Company is also an officer and director of
Bentley. Exemption from registration under the Securities Act of 1933 is claimed
for the sale of these securities in reliance upon the exemption offered by
section 4(2) of the Act, which exempts transactions by issuers not involving a
public offering.

In December, 2003 the Company issued 236,000 shares of restricted common stock
for consulting services valued at $23,600 rendered to the Company. Exemption
from registration under the Securities Act of 1933 is claimed for the sale of
these securities in reliance upon the exemption offered by section 4(2) of the
Act, which exempts transactions by issuers not involving a public offering.

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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Critical Accounting Policies
----------------------------

The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect our reported assets, liabilities, revenues, and
expenses, and the disclosure of contingent assets and liabilities. We base our
estimates and judgments on historical experience and on various other
assumptions we believe to be reasonable under the circumstances. Future events,
however, may differ markedly from our current expectations and assumptions.
While there are a number of significant accounting policies affecting our
consolidated financial statements; we believe the following critical accounting
policies involve the most complex, difficult and subjective estimates and
judgments:

         o    stock-based compensation.

Stock-Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting for Stock-Based Compensation, providing alternative methods of
voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements. The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002.

The Company elected to continue to account for stock-based compensation plans
using the intrinsic value-based method of accounting prescribed by APB No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for the difference between the fair value of the stock and the exercise price.

Plan of Operation
-----------------
During the years ended December 31, 2003 and December 31, 2002, the Company did
not receive any revenue and incurred expenses of $1,718,647 and $797,068
respectively, stemming from general, selling, and administrative expenses and an
impairment loss of $33,000 during the year ended December 31, 2003. The Company
incurred a loss from operations of $1,718,647 for the year ended December 31,
2003 compared to $797,068 for the year ended December 31, 2002.

The Company's independent certified public accountants have stated in their
report included in the Company's December 31, 2003 Form 10-KSB, that the Company
has incurred operating losses since inception, and that the Company is dependent
upon management's ability to develop profitable operations and resolve its
liquidity problems. These factors, among others, may raise doubt about the
Company's ability to continue as a going concern.

During the next twelve months, the Company plans to concentrate its efforts on
developing its online dating and music downloading services through HotRazor.com
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 these online services. The Company has contracted with a programming
company in India to participate in the development and design of HotRazor.com.
They are contracted to provide their programming expertise to create a working,
navigational, music downloading site. These programmers will continue to provide
the Company with technical support once the HotRazor.com site is launched.

Because the Company remains essentially a start-up development company with
limited capital resources, it may be necessary for the officers and shareholders
to either advance funds to the Company, or to accrue expenses until such time as
an additional financing can be made. The Company's Chief Executive Officer and
principal shareholders have advanced $85,916 and $35,945, net of cash
repayments, to the Company for working capital purposes as of December 31, 2003
and December 31, 2002, respectively. No formal repayment terms or arrangements
exist. 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 Chief Executive Officer will defer any cash compensation until
such time as the Company begins to earn revenues from operations.

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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. The Company does not have any
available credit, bank financing or other external sources of liquidity. Due to
historical operating losses, the Company's operations have not been a source of
liquidity. The Company will need to obtain additional capital in order to
continue operations. In order to obtain capital, the Company may need to sell
additional shares of its common stock or borrow funds from private lenders.
There can be no assurance that the Company will be successful in obtaining
additional funding.

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 is developing the software for launch of Hotrazor.com. Expenses of
this development are expected to be $50,000.

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 $350,000 cash will be required for the next twelve
months to develop its operations.

The Company is committed to pay $96,000.00 in consulting expenses over the next
twelve months for development of its operations. 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.


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

The Company adopted SFAS No. 142. Under the new rules, the Company will no
longer amortize goodwill and other intangible assets with indefinite lives, but
such assets will be subject to periodic testing for impairment. On an annual
basis, and when there is reason to suspect that their values have been
diminished or impaired, these assets must be tested for impairment, and
write-downs to be included in results from operations may be necessary. SFAS No.
142 also requires the Company to complete a transitional goodwill impairment
test six months from the date of adoption.

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Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no material impact on the Company's consolidated financial
statements SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material impact on its consolidated results of operations and financial
position upon adoption. The Company adopted SFAS No. 143 effective January 1,
2003. SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No. 144
superseded Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no
material impact on Company's consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt", and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers". This Statement amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale- leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The provisions
of this Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
Company does not expect the adoption to have a material impact to the Company's
financial position or results of operations.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of Certain
Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the scope of both Statement 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with Statements No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, to include in its scope long-term customer-relationship
intangible assets of financial institutions such as depositor- and
borrower-relationship intangible assets and credit cardholder intangible assets.
The requirements relating to acquisitions of financial institutions are
effective for acquisitions for which the date of acquisition is on or after
October 1, 2002. The provisions related to accounting for the impairment or
disposal of certain long-term customer-relationship intangible assets are
effective on October 1, 2002. The adoption of this Statement did not have a
material impact to the Company's financial position or results of operations as
the Company has not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure", which amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The transition guidance and annual disclosure provisions of Statement
148 are effective for fiscal years ending after December 15, 2002, with earlier
application permitted in certain circumstances. The interim disclosure
provisions are effective for financial reports containing financial statements
for interim periods beginning after December 15, 2002. The adoption of this
statement did not have a material impact on the Company's financial position or
results of operations as the Company has not elected to change to the fair value
based method of accounting for stock-based employee compensation.

                                       10

<PAGE>

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, Amendment of Statement No. 133 on Derivative Instruments and
Hedging Activities . SFAS 149 amends SFAS No. 133 to provide clarification on
the financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 did not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 did not have a material impact on the Company's results
of operations or financial position.

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 online matchmaking
business, music downloading business, 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

                                       11

<PAGE>

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.

DEVELOPING MARKET; ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR BUSINESS 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 the internet
dating and the music downloading business in terms of the sales of both products
and services to businesses and individuals. 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 officers and directors. 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 matchmaking and downloading music 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.

                                       12

<PAGE>

In all of its proposed markets, the Company will compete 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 online dating 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.

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.

                                       13

<PAGE>

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.

DEPENDENCE ON 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-18 are incorporated herein by reference.

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

None.

ITEM 8A. CONTROLS AND PROCEDURES

(a) As of the end of the period covered by this report, the Chief Executive
Officer and the Chief Financial Officer made an evaluation of the company's
disclosure controls and procedures (as defined in ss.240.13a-15(e) or
240.15d-15(e) of the Securities Exchange Act). Based on the evaluation of these
controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under
the Exchange Act, in his opinion, the disclosure controls and procedures are
effective.

(b) During the most recent fiscal year, there have not been any significant
changes in our internal controls over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

                                    PART III

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

(a) The following table furnishes the information concerning the Company's
directors and officers as of December 31, 2003. 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       51     Chief Executive Officer, Secretary,
                           Treasurer, Director                        Annual

Robert Schumacher   61     President, Chief Operating Officer         Annual

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

Gordon Lee                              25%
Robert Schumacher                       40%

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.

                                       14

<PAGE>

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 Commerce Corp., a barter
company. From March 2000 to present, Mr. Lee continues to serve as Bentley's CFO
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.

ROBERT SCHUMACHER is the president and COO of American IDC and has overall
supervision of its projects, including HotRazor.com project. Over the past
decade, he has launched a number of successful companies ranging from internet
design, hosting and marketing, to online software, to the design of medical
devices, as well as developing the marketing strategies and online presence for
a host of other organizations. Among his many accomplishments, Bob was President
of Centrum Corporation, a Washington, D.C. headquartered communications firm he
founded with offices in Europe. It served a wide range of companies, national
and international trade associations, and public service organizations,
providing them with marketing, advertising, design, public relations,
documentary film production and conference organization.

(e) Directors' Compensation

Directors who are also officers of the registrant do not receive cash
compensation for services as a director.

(f) Audit Committee Financial Experts

The Company does not have an audit committee financial expert serving on its
audit committee as it is still in the development stage.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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
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.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the registrant under Rule 16-a-3(e) and Form 5 and amendments thereto furnished
to the registrant with respect to its most recent fiscal year, and any
representation referred to in paragraph (b)(2)(i) of Item 405 of Regulation S-B,
the registrant believes all required reports were made during the fiscal year
ended December 31, 2003.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. Such code of ethics will be
provided to any person without charge, upon request, by sending such request to
us at our principal office.

                                       15

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

(a) Compensation.

This table sets forth all compensation paid by the Company for all services
provided up to December 31, 2003 to each of its executive officers.

                           SUMMARY COMPENSATION TABLE
                            ANNUAL COMPENSATION           LONG TERM COMPENSATION
                            -------------------           ----------------------

NAME AND                                             OTHER
PRINCIPAL                                  BONUS    $ANNUAL     RESTRICTED STOCK
POSITION          YEAR         SALARY        $    COMPENSATION       AWARDS
--------          ----     --------------  -----  ------------  ----------------

Gordon Lee,       2003     $240,000.00(1)    0       0              8,000,000(1)
CEO,
Treasurer,
Secretary, and    2002      0                0       0               0
Director

(1) 8,000,000 shares were issued in February 2004 in settlement of $240,000.00
owed to Mr. Lee for his services as CEO and Chairman of the company for fiscal
2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) This table sets out beneficial owners of five percent (5%) or greater of the
Company's common stock. 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 22,564,000 shares outstanding at
December 31, 2003.

<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                                  8,277,000               36.7%
                11301 Olympic Boulevard, Suite 680
                Los Angeles, CA 90064

                Robert Schumacher                              3,360,000               14.9%
                11301 Olympic Boulevard, Suite 680
                Los Angeles, CA 90064

                Richard O. Weed                                2,500,000               11.1%
                4695 MacArthur Ct., Suite 1430
                Newport Beach, CA 92660

b) The following table 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, 2003.

                                                         AMOUNT OF BENEFICIAL
TITLE OF CLASS  NAME AND ADDRESS OF BENEFICIAL OWNER          INTEREST           PERCENT OF CLASS
--------------  ------------------------------------          --------           ----------------

Common          Gordon F. Lee
                CEO, CFO, Chairman
                11301 Olympic Boulevard, Suite 680
                Los Angeles, CA 90064                          8,277,000               36.7%

                Robert Schumacher                              3,360,000               14.9%
                President
                11301 Olympic Blvd., Suite 680
                Los Angeles, CA 90064

Total as a group                                              11,637,000               51.6%

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

                                       16

<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<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           400,000                      $.75                      400,000
approved by security holders

Total                                   400,000                      $.75                      400,000
                                        -------                      ----                      -------
</TABLE>

In July 2003, the board adopted the July 2003 Non-Qualified Stock Compensation
Plan (the "Stock Plan"). The Stock Plan covers 2,500,000 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. At December 31,
2003, an aggregate of 2,086,000 shares of common stock had been issued under the
Stock Plan.

On November 12, 2001, the Company retained legal counsel under a written fee
agreement. The fee agreement granted the lawyer an option to purchase 100,000
shares of common stock at an exercise price of $1.50 per share expiring December
31, 2005. These options were not granted until January 1, 2002. On November 14,
2002, the company granted legal counsel an additional 200,000 stock options at
an exercise price of $.50 per share expiring December 31, 2004. On April 26,
2003, the company granted legal counsel the right to purchase 100,000 shares of
Client's common stock at a price equal to $.50 per share and these stock options
will expire unless exercised on or before December 31, 2007.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's Chief Executive Officer and principal shareholders have advanced
$85,916 and $35,945, net of cash repayments, to the Company for working capital
purposes as of December 31, 2003 and December 31, 2002, respectively. No formal
repayment terms or arrangements exist.

In June 2003, the Company entered into a consulting agreement ("Agreement") with
Bentley Communications Corp. ("Bentley"), an entity controlled by the Company's
President. Pursuant to the Agreement, the Company received 10 million shares of
Bentley's restricted common stock, valued at $33,000, to provide consulting
services to Bentley over a six-month period commencing July 1, 2003.

                                       17

<PAGE>

                                     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 (a)
3.2 (a)          By-laws of the registrant (a)
4.1 (a)          Form of Common Stock (a)
10.1(b)          July 2003 Non-Qualified Stock Compensation Plan (b)
14               Code of Ethics
23.1             Consent of Russell Bedford Stefanou Mirchandani LLP
23.2             Consent of Russell Bedford Stefanou Mirchandani LLP
31.1             Certification of the Chief Executive Officer of American IDC
                 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2             Certification of the Chief Financial Officer of American IDC
                 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1             Certification of the Chief Executive Officer and Chief
                 Financial Officer of American IDC Corp. pursuant to Section 906
                 of the Sarbanes Oxley Act of 2002

(a) Included as an Exhibit to the registration statement on the Company's Form
10-SB dated September 15, 2000
(b) Included as an Exhibit to the Company's Form S-8 filed July 25, 2003

(B) Reports on Form 8-K.

The Company did not file any current reports on Form 8-K during the fourth
quarter of 2003.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included in the
registrant's Form 10-KSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $ 26,600.

(2) Audit-Related Fees

There were no fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant's financial statements and
not reported under Item 1.

(3) Tax Fees

There were no fees for  professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning during the last two
fiscal years.

(4) All Other Fees

There were no fees for products and services provided by the principal
accountant, other than services listed in Items 1 to 3 above, during the last
two fiscal years.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

         The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

                                       18

<PAGE>

                                   SIGNATURES

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

Date:    March 29, 2004                           American IDC Corp.

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

                                                  Gordon F. Lee
                                                  CEO and CFO
                                                  (Principal Accounting Officer)

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

NAME                                     TITLE                   DATE

/s/ Gordon F. Lee                        CEO, CFO, Director      March 29, 2004
-----------------                        ------------------
Gordon F Lee

/s/ Robert Schumacher                    President, COO          March 29, 2004
---------------------                    --------------
Robert Schumacher

                                       19

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2003 AND 2002

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

                               AMERICAN IDC CORP.


<PAGE>

                               AMERICAN IDC CORP.

                          INDEX TO FINANCIAL STATEMENTS

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

Balance Sheets at December 31, 2003 and 2002.................................F-4

Statements of Losses for the years ended December 31, 2003 and 2002
and the period June 3, 1997 (date of inception) to December 31, 2003.........F-5

Statements of Deficiency in Stockholders' Equity for the period
June 3, 1997 (date of inception) to December 31, 2003..................F-6 - F-7

Statements of Cash Flows for the years ended December 31, 2003
and 2002 and the period June 3, 1997 (date of inception) to
December 31, 2003............................................................F-8

Notes to Financial Statements.........................................F-9 - F-18


<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

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

Board of Directors
American IDC Corp.
Los Angeles, CA 90064

We have audited the accompanying balance sheets of American IDC Corp., a
development stage company, as of December 31, 2003 and 2002 and the related
statements of losses, deficiency in stockholders' equity and cash flows for the
years then ended and for the period June 3, 1997 (date of inception) through
December 31, 2003. 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 audits 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 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 American IDC Corp. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended and from June 3, 1997 (date of inception) to December
31, 2003, 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 H 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. Management's plans in regard
to this matter are described in Note H. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                    /s/RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                    -------------------------------------------
                                        Russell Bedford Stefanou Mirchandani LLP
                                        Certified Public Accountants
McLean, Virginia
March 24, 2004

                                       F-3

<PAGE>

<TABLE>
                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002

<CAPTION>
                                                                2003           2002
                                                            ------------   ------------
<S>                                                         <C>            <C>
ASSETS
CURRENT ASSETS:                                             $        --    $        --
                                                            ------------   ------------

Total Assets                                                $        --    $        --
                                                            ============   ============

LIABILITIES AND (DEFICIENCY IN)
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash disbursed in excess of available funds                 $       237    $       435

Accounts payable and accrued liabilities                        357,613         99,922

Advances from officer (Note B)                                   33,757             --

Advances from shareholders (Note B)                              40,659         35,945
                                                            ------------   ------------

Total current liabilities                                       432,266        136,302

COMMITMENTS AND CONTINGENCIES (Note G)                               --             --

(DEFICIENCY IN) STOCKHOLDERS' EQUITY (Note C)
Common stock, par value $.001 per share; 50,000,000
shares authorized; 22,564,000 and 6,350,000 shares issued
and outstanding at December 31, 2003 and December 31,
2002, respectively                                               22,564          6,350

Additional paid-in-capital                                    2,015,609        734,240

Common stock subscription                                        72,100        (20,000)

Accumulated deficit during development stage                 (2,542,539)      (856,892)
                                                            ------------   ------------

(Deficiency in) stockholders' equity                           (432,266)      (136,302)
Total Liabilities and (Deficiency in) Stockholders'
Equity                                                      $        --    $        --
                                                            ============   ============
</TABLE>

                 See accompanying notes to financial statements

                                       F-4


<PAGE>

<TABLE>
                                    AMERICAN IDC CORP.
                               (A DEVELOPMENT-STAGE COMPANY)
                                   STATEMENTS OF LOSSES

<CAPTION>
                                                                           For the period from
                                                                               June 3, 1997
                                                                           (date of inception)
                                                                            through December
                                                  2003           2002          31, 2003
                                             -------------   -------------   -------------
<S>                                          <C>             <C>             <C>
Costs and Expenses:
Selling, General and Administrative          $  1,685,647    $    797,068    $  2,542,539

Impairment Loss (Note B)                           33,000              --          33,000
                                             -------------   -------------   -------------

Total Operating Expense                         1,718,647         797,068       2,575,539

Loss from Operations                           (1,718,647)       (797,068)     (2,575,539)

Other Income (Note B)                              33,000              --          33,000

Provision for Income Tax                               --              --              --

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

Net Loss                                     $ (1,685,647)   $   (797,068)   $ (2,542,539)
                                             =============   =============   =============

Loss per common share (basic and assuming
dilution) (Note F)                           $      (0.11)   $      (0.14)
                                             =============   =============

Weighted average common shares outstanding     14,977,699       5,499,315

                      See accompanying notes to financial statements.

                                       F-5
</TABLE>

<PAGE>
<TABLE>
                                                   AMERICAN IDC CORP.
                                              (A DEVELOPMENT-STAGE COMPANY)
                                    STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                        FOR THE PERIOD JUNE 3, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                                              Additional       Common        During
                                                  Stock        Paid in         Stock       Development
                                 Common Shares    Amount       Capital      Subscription      Stage          Total
<S>                              <C>           <C>           <C>            <C>            <C>            <C>
Issuance of common stock to
Founders in June 1997 in
exchange for services 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 September 2000
in exchange for services 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 December 2001
at $.75 per share in exchange
for prepaid service fees             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
                                 ============  ============  ============   ============   ============   ============
Issuance of common stock to
consultants in July 2002 in
exchange for services at
$.50 per share                       300,000           300       149,700             --             --        150,000
Issuance of common stock to
consultants in October 2002
in exchange for services at
$.85 per share                       300,000           300       254,700             --             --        255,000

Shares issued in October 2002
for cash at $.30 per share,
net of costs                         100,000           100        29,890             --             --         29,990
Issuance of common stock to
consultants in November 2002
in exchange for services at
$.35 per share                       110,000           110        38,390             --             --         38,500
Issuance of common stock to
consultants in December 2002
in exchange for services at
$.43 per share                       240,000           240       102,960             --             --        103,200

Shares issued in December 2002
for cash at $.25 per share           100,000           100        24,900             --             --         25,000

Stock options issued in
exchange for services
rendered (Note D)                         --            --        51,900             --             --         51,900

Common stock subscription                 --            --            --        (20,000)            --        (20,000)

Net loss                                  --            --            --             --       (797,069)      (797,069)
                                 ------------  ------------  ------------   ------------   ------------   ------------

BALANCE AT DECEMBER 31, 2002       6,350,000   $     6,350   $   734,240    $   (20,000)   $  (856,892)   $  (136,302)
                                 ============  ============  ============   ============   ============   ============

                                     See accompanying notes to financial statements.

                                                          F-6

<PAGE>

                                                   AMERICAN IDC CORP.
                                              (A DEVELOPMENT-STAGE COMPANY)
                                    STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                        FOR THE PERIOD JUNE 3, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003

                                                                                             Deficit
                                                                                           Accumulated
                                                              Additional       Common        During
                                                  Stock        Paid in         Stock       Development
                                 Common Shares    Amount       Capital      Subscription      Stage          Total

BALANCE FORWARD                    6,350,000   $     6,350   $   734,240    $   (20,000)   $  (856,892)   $  (136,302)
                                 ============  ============  ============   ============   ============   ============
Issuance of common stock to
consultants in January 2003
in exchange for services at
approximately $.30 per share         495,000           495       149,168             --             --        149,663
Issuance of common stock to
consultants in March 2003 in
exchange for services at
approximately $.03 per share       1,300,000         1,300        37,700             --             --         39,000
Issuance of common stock in
March 2003 in exchange for
start-up costs at $0.03 per
share                              2,000,000         2,000        58,000             --             --         60,000
Issuance of common stock to
consultants in May 2003 in
exchange for services at
approximately $.03 per share       1,510,000         1,510        43,790             --             --         45,300
Issuance of common stock to
consultants in June 2003 in
exchange for services at
approximately $.03 per share         410,000           410        11,890             --             --         12,300
Issuance of common stock in
June 2003 in exchange for
start-up costs at $0.03 per
share                              1,200,000         1,200        34,800             --             --         36,000
Issuance of common stock in
July 2003 for cash at $.05
per share, net of costs              100,000           100         4,900             --             --          5,000
Issuance of common stock to
consultants in July 2003 in
exchange for services at
approximately $.11 per share       6,729,000         6,729       756,099             --             --        762,828
Issuance of common stock to
consultants in August 2003 in
exchange for services at
approximately $.07 per share       1,397,000         1,397        98,128             --             --         99,525
Issuance of common stock to
related parties in September
2003 in exchange for
previously incurred debts at
$.05 per share (Note B)              230,000           230        11,270             --             --         11,500
Issuance of common stock to
consultants in September 2003
in exchange for services at
approximately $.06 per share         335,000           335        17,552             --             --         17,887
Issuance of common stock to
consultants in October 2003
in exchange for services at
approximately $.05 per share         172,000           172         7,728             --             --          7,900
Issuance of common stock in
November 2003 for cash at
$.06 per share, net of costs         100,000           100         5,900             --             --          6,000
Issuance of common stock to
consultants in December 2003
in exchange for services at
approximately $.10 per share         236,000           236        23,364             --             --         23,600
Common stock subscription                 --            --            --         92,100             --         92,100
Stock options issued in
exchange for services (Note D)            --            --        21,080             --             --         21,080

Net loss                                  --            --            --             --     (1,685,647)    (1,685,647)
                                 ------------  ------------  ------------   ------------   ------------   ------------

BALANCE AT DECEMBER 31, 2003      22,564,000   $    22,564   $ 2,015,609    $    72,100    $(2,542,539)   $  (432,266)
                                 ============  ============  ============   ============   ============   ============

                                     See accompanying notes to financial statements.

                                                           F-7
</TABLE>
<PAGE>

<TABLE>
                                         AMERICAN IDC CORP.
                                    (A DEVELOPMENT-STAGE COMPANY)
                                      STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                       For the period
                                                                                        from June 3,
                                                                                         1997 (date
                                                                                        of inception)
                                                     For the year ended December 31   through December
                                                          2003            2002            31, 2003
                                                     --------------   --------------   --------------
<S>                                                  <C>              <C>              <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from development stage operations           $  (1,685,647)   $    (797,068)   $  (2,542,539)
Adjustments to reconcile net loss from
development stage operations to cash used
for operating activities:
Common stock issued in exchange for services
rendered (Note C)                                        1,158,003          546,700        1,716,703
Other income received in forms of restricted
securities (Note B)                                        (33,000)              --          (33,000)

Impairment loss (Note B)                                    33,000               --           33,000
Stock options issued in exchange for services
rendered                                                    21,080           51,900           72,980
Common Stock issued in exchange for start-up costs
(Note C)                                                    96,000               --           96,000
Write off prepaid service fees previously paid by
common stock                                                    --           61,234           75,000
Changes in assets and liabilities:

Cash disbursed in excess of available fund                    (198)             434              236

Accounts payable and accrued expenses                      257,690           76,479          357,613
                                                     --------------   --------------   --------------

NET CASH (USED IN) OPERATING ACTIVITIES                 (153,072)       (60,321)      (224,007)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock and stock
subscription, net of costs                                 103,100           34,990          138,090

Proceeds from (repayments to) officer advances              33,757               --           33,757

Proceeds from (repayments to) shareholder advances          16,215           25,321           52,160
                                                     --------------   --------------   --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                  153,072           60,311          224,007

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS                 --              (10)              --

Cash and cash equivalents at the beginning of the
period                                                          --               10               --
                                                     --------------   --------------   --------------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD   $          --    $          --    $          --
                                                     ==============   ==============   ==============

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest             $          --    $          --               $-

Income taxes paid                                               --               --               --

Common stock issued for services                         1,158,003          546,700        1,716,703
Stock options issued in exchange for services
rendered                                                    21,080           51,900           72,980
Common stock issued in exchange for prepaid
expenses                                                        --               --           75,000

Common Stock issued for start-up costs                      96,000               --           96,000

Common Stock issued for the extinguishment of debt          11,500               --           11,500
Other income received in forms of restricted
securities                                                  33,000               --           33,000

                           See accompanying notes to financial statements

                                                 F-8
</TABLE>

<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

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. (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 Internet Data Center
business. 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, 2002 the Company has accumulated
losses of $2,542,539.

Cash and Cash Equivalents
-------------------------

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

Property and Equipment
----------------------

Property and equipment is stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets.

Long-Lived Assets
-----------------

The Company has adopted Statement of Financial Accounting Standards No. 144
("SFAS 144"). 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. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS 144 also requires assets to be disposed of be reported at the
lower of the carrying amount or the fair value less costs to sell.

Income Taxes
------------

The Company has implemented the provisions on Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires
that income tax accounts be computed using the liability method. Deferred taxes
are determined based upon the estimated future tax effects of differences
between the financial reporting and tax reporting bases of assets and
liabilities given the provisions of currently enacted tax laws.

                                       F-9


<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Net Loss Per Common Share
-------------------------

The Company computes earnings per share under Statement of Financial Accounting
Standard No. 128, "Earnings Per Share" ("SFAS 128"). Net loss per common share
is computed by dividing net loss by the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding during the year.
Dilutive common stock equivalents consist of shares issuable upon conversion of
convertible preferred shares and the exercise of the Company's stock options and
warrants (calculated using the treasury stock method). During 2003and 2002
common stock equivalents are not considered in the calculation of the weighted
average number of common shares outstanding because they would be anti-dilutive,
thereby decreasing the net loss per common share.

Use of Estimates
----------------

THE PREPARATION OF 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
-------------------

For revenue from product sales, the Company recognizes revenue in accordance
with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.

Advertising
-----------

The Company follows the policy of charging the costs of advertising to expenses
as incurred. The Company incurred no advertising costs during the years ended
December 31, 2003and 2002 and for the period from June 3, 1997 (date of
inception) to December 31, 2003

Research and Development
------------------------

The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs".
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The Company incurred no
research and development costs during the years ended December 31, 2003and 2002
and for the period from June 3, 1997 (date of inception) to December 31, 2003.

                                      F-10

<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Liquidity
---------

As shown in the accompanying financial statements, the Company has incurred a
net loss of $2,542,539 from its inception through December 31, 2003 The
Company's current liabilities exceeded its current assets by $432,266 as of
December 31, 2003.

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 related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

Stock Based Compensation
------------------------

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation-Transition
and Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary charge to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the exercise price of the related option.
The Company has adopted the annual disclosure provisions of SFAS No. 148 in its
financial reports for the year ended December 31, 2003 and 2002 and will adopt
the interim disclosure provisions for its financial reports for the subsequent
periods. The Company does not have any awards of stock-based employee
compensation outstanding at December 31, 2003.

Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

                                      F-11

<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Segment Information
-------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") 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
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

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

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.

                                      F-12

<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements (Continued)
-----------------------------------------

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.

NOTE B - RELATED-PARTY TRANSACTIONS

The Company's officer and principal shareholders have advanced $85,916 and
$35,945, net of cash repayments, to the Company for working capital purposes as
of December 31, 2003 and 2002, respectively. No formal repayment terms or
arrangements exist. During the year ended December 31, 2003 and 2002, the
Company issued an aggregate of 230,000 shares of common stock to a shareholder
as $11,500 of repayment of shareholder advances (see Note C). Total amount due
to officer and shareholders is $74,416 and $35,945 at December 31, 2003 and
2002, respectively.

In June 2003, the Company entered into a consulting agreement ("Agreement") with
Bentley Communications Corp. ("Bentley"), an entity controlled by the Company's
President. Pursuant to the Agreement, the Company received 10 million shares of
Bentley's restricted common stock, valued at $33,000, to provide consulting
services to Bentley over a six-month period commencing July 1, 2003. The Company
accounted for the shares received as restricted securities under Other Assets
and deferred income. As of December 31, 2003, the Company recognized $33,000 of
other income in connection with the Agreement.

During the year ended December 31, 2003, the Company recorded a charge for the
impairment of the restricted stock received pursuant to the Agreement, because
the estimated fair value of the assets was less than the carrying value.
Considerable management judgment is necessary to estimate fair value.
Accordingly, actual results could vary significantly from managements'
estimates. Based upon the evaluation, the Company recognized an impairment loss
of $33,000 or $ (.00) per share during the year ended December 31, 2003.

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. As of December 31, 2003 and 2002, the Company has
issued and outstanding 22,564,000 and 6,350,000 shares of common stock
outstanding, respectively.

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.

In September 2000, the Company issued 100,000 shares of common stock to a
consultant for services in the amount of $10,000. Valuation of common stock
issued for services was based upon the value of the services rendered, which did
not differ materially from the fair value of the Company's common stock during
the period the services were rendered.

                                      F-13


<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE C - CAPITAL STOCK (CONTINUED)

In December 2001, the Company issued 100,000 shares of common stock to a
consultant in exchange for prepaid services fees of $75,000. Valuation of common
stock issued for services was based upon the value of the services rendered,
which did not differ materially from the fair value of the Company's common
stock during the period the services were rendered.

In July 2002, the Company issued an aggregate of 300,000 shares of common stock
to consultants in exchange for services fees of $150,000. Valuation of common
stock issued for services was based upon the value of the services rendered,
which did not differ materially from the fair value of the Company's common
stock during the period the services were rendered.

In October 2002, , the Company issued an aggregate of 300,000 shares of common
stock to consultants in exchange for services fees of $255,000. Valuation of
common stock issued for services was based upon the value of the services
rendered, which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered.

In October 2002, the Company issued 100,000 shares of common stock to an
investor in exchange for $29,990, net of costs and fees.

In November 2002, , the Company issued an aggregate of 110,000 shares of common
stock to consultants in exchange for services fees of $38,500. Valuation of
common stock issued for services was based upon the value of the services
rendered, which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered.

In December 2002, , the Company issued an aggregate of 240,000 shares of common
stock to consultants in exchange for services fees of $103,200. Valuation of
common stock issued for services was based upon the value of the services
rendered, which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered.

In December 2002, an investor agreed to purchase 100,000 shares of the Company's
common stock in the amount of $25,000. As of December 31, 2002, the Company
received $5,000 of proceeds from the stock subscription and the remaining
$20,000 was recorded as stock subscription receivable.

In January 2003, the Company issued an aggregate of 495,000 shares of common
stock to consultants in exchange for services fees of $149,663. Valuation of
common stock issued for services was based upon the value of the services
rendered, which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered.

In March 2003, the Company issued an aggregate of 1,300,000 shares of common
stock to consultants in exchange for services fees of $39,000. Valuation of
common stock issued for services was based upon the value of the services
rendered, which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered. Additionally, the
Company issued 2,000,000 shares of common stock at $0.03 per share to purchase a
website domain which the Company plans to integrate to its future growth and
development of online services and products. Valuation of common stock issued
was based upon the value of the website domain acquired, which did not differ
materially from the fair value of the Company's common stock during the same
period. Start-up costs of $60,000 were charged to income during the year ended
December 31, 2003.

                                      F-14

<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE C - CAPITAL STOCK (CONTINUED)

In May 2003, the Company issued an aggregate of 1,510,000 shares of common stock
to consultants in exchange for services fees of $45,300. Valuation of common
stock issued for services was based upon the value of the services rendered,
which did not differ materially from the fair value of the Company's common
stock during the period the services were rendered.

In June 2003, the Company issued additional 1,200,000 shares of common stock at
$0.03 per share to purchase the website domain which the Company plans to
integrate to its future growth and development of online services and products.
Valuation of common stock issued was based upon the value of the website domain
acquired, which did not differ materially from the fair value of the Company's
common stock during the same period. Additional start-up costs of $36,000 were
charged to income during the year ended December 31, 2003.

In June 2003, the Company issued an aggregate of 410,000 shares of common stock
to consultants in exchange for services fees of $12,300. Valuation of common
stock issued for services was based upon the value of the services rendered,
which did not differ materially from the fair value of the Company's common
stock during the period the services were rendered.

In July 2003, the Company issued an aggregate of 100,000 shares of common stock
for $5,000 of cash, net of costs and fees. The Company also issued an aggregate
of 6,729,000 shares of common stock to consultants in exchange for service fees
of $762,828. Valuation of common stock issued for services was based upon the
value of the services rendered, which did not differ materially from the fair
value of the Company's common stock during the period the services were
rendered.

In August 2003, the Company issued an aggregate of 1,397,000 shares of common
stock to consultants in exchange for service fees of $99,525. Valuation of
common stock issued for services was based upon the value of the services
rendered, which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered.

In September 2003, the Company issued an aggregate of 230,000 shares of common
stock to a related party in exchange for $11,500 of previously incurred debt.
The Company issued an aggregate of 335,000 shares of common to consultants in
exchange for service fees of $17,887. Valuation of common stock issued for
services was based upon the value of the services rendered, which did not differ
materially from the fair value of the Company's common stock during the period
the services were rendered.

In October 2003, the Company issued an aggregate of 172,000 shares of common
stock to consultants in exchange for service fees of $7,900. Valuation of common
stock issued for services was based upon the value of the services rendered,
which did not differ materially from the fair value of the Company's common
stock during the period the services were rendered.

In November 2003, the Company issued an aggregate of 100,000 shares of common
stock to an investor for $6,000 of cash, net of costs and fees.

In December 2003, the Company issued an aggregate of 236,000 shares of common
stock to consultants in exchange for service fees of $23,600. Valuation of
common stock issued for services was based upon the value of the services
rendered, which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered.

                                      F-15


<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE C - CAPITAL STOCK (CONTINUED)

Additionally, two investors agreed to purchase an aggregate of 362,000 shares of
the Company's common stock in the amount of $72,100. As of December 31, 2003,
the Company received $72,100 of proceeds from the stock subscription but common
stock has not been issued. The Company recorded the $72,100 of proceeds received
as stock subscription payable. As of December 31, 2003, the Company also
received proceeds of $20,000 for 100,000 shares of common stock subscribed and
issued in December 2002.

NOTE D - NON-EMPLOYEE STOCK OPTIONS

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to the
Company consultants. These options were granted in lieu of cash compensation for
services performed to a non-employee.

<TABLE>
<CAPTION>
                                Options Outstanding                                    Options Exercisable
                                -------------------                                    -------------------
                                            Weighted Average          Weighed                        Weighted
                           Number        Remaining Contractual        Average         Number         Average
    Exercise Prices     Outstanding           Life (Years)        Exercise Price    Exercisable   Exercise Price
    ---------------     -----------           ------------        --------------    -----------   --------------
         <S>             <C>                     <C>                  <C>             <C>            <C>
         $0.50           100,000                 4.00                 $ 0.50          100,000        $ 0.50
         $1.50           100,000                 3.00                 $ 1.50          100,000        $ 1.50
         $0.50           200,000                 2.00                 $ 0.50          200,000        $ 0.50
                        ---------               ------                -------        ---------       -------
                         400,000                 2.75                 $ 0.75          300,000        $ 0.75
                        =========               ======                =======        =========       =======
</TABLE>

Transactions involving options issued to non-employees are summarized as
follows:

                                                                Weighted Average
                                              Number of Shares   Price Per Share
                                              ----------------   ---------------
       Outstanding at January 1, 2002
          Granted                                 300,000           $  0.83
          Exercised                                     -                 -
          Canceled or expired                           -                 -
                                                 ---------          --------
       Outstanding at December 31, 2002           300,000              0.83
          Granted                                 100,000              0.50
          Exercised                                     -                 -
          Canceled or expired                           -                 -
                                                 ---------          --------
       Outstanding at December 31, 2003           400,000           $  0.75
                                                 =========          ========

The weighted-average fair value of warrants granted to employees during the
years ended December 31, 2003 and 2002 and the weighted-average significant
assumptions used to determine those fair values, using a Black-Scholes option
pricing model are as follows:

                                                           2003             2002
                                                           ----             ----
       Significant assumptions (weighted-average):
           Risk-free interest rate at grant date           2.63%           1.67%
           Expected stock price volatility                  781%             26%
           Expected dividend payout                           -                -
           Expected option life-years (a)                   4.6      3 - 4 years

         (a)The expected option life is based on contractual expiration dates.

                                      F-16

<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE D - NON-EMPLOYEE STOCK OPTIONS (CONTINUED)

The amount of the expense charged to operations in connection with granting the
options was $21,080 and $51,900 for the year ended December 31, 2003 and 2002,
respectively.

NOTE E - INCOME TAXES

The Company has adopted Financial Accounting Standard No. 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.

For income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $2,540,000, which expire through 2023, subject to limitations
of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset
related to the carryforward is approximately $863,000. 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, 2003 are as follows:

          Non Current:
                 Net operating loss carryforward                     $  863,000
                 Valuation allowance                                   (863,000)
                                                                     -----------
                 Net deferred tax asset                              $       --
                                                                     ===========

NOTE F - LOSSES PER SHARE

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

                                                       2003             2002
                                                  -------------    -------------
Net loss available to common shareholders         $  1,685,647     $   (797,068)
                                                  =============    =============
Basic and fully diluted loss per share            $      (0.11)    $      (0.14)
                                                  =============    =============
Weighted average common shares outstanding          14,977,699        5,499,315
                                                  =============    =============

                                      F-17

<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE G - COMMITMENTS AND CONTINGENCIES

Consulting Agreements
---------------------

The Company has consulting agreements with outside contractors to provide
marketing and financial advisory services. The Agreements are generally for a
term of 12 months from inception and renewable automatically from year to year
unless either the Company or Consultant terminates such engagement by written
notice.

Litigation
----------

The Company is subject to other legal proceedings and claims, which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity.

NOTE H - GOING CONCERN MATTERS

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, 2003,
the Company has incurred a loss of $2,542,539. These factors among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain profitable status and improve its liquidity through the
continued developing, marketing and selling of its products and additional
equity investment in the Company. The accompanying financial 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 pursuing
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.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

                                      F-18