<PAGE>

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

                                   FORM 10-KSB

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

                  For the fiscal year ended December 31, 2002.

                        Commission file number: 000-31541


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


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


                       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. [ ]

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 April 22, 2003: $437,440.

Number of outstanding shares of the registrant's par value $0.001 common stock
as of April 22, 2003: 10,145,000


                                       1
<PAGE>

                               AMERICAN IDC CORP.

                                   FORM 10-KSB

                                      INDEX

                                                                            Page
                                                                            ----

                                     Part I

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

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

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

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

                                     Part II

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

Item 6.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations.............................................5

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

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

                                    Part III

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

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

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

Item 12.     Certain Relationships and Related Transactions...................11

                                     Part IV

Item 13.     Exhibits and Reports on Form 8-K.................................11

Item 14.     Controls and Procedures..........................................12


                                       2
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

When used in this Form 10-KSB, the words "expects," "anticipates," "estimates"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to risks and uncertainties, including those set
forth below under "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.

Presently, the company continues as a development-stage company focused on
developing online business and credit services in the online matchmaking arena.

Products and Services
---------------------
The Company's products and services are expected to focus on rolling up and
operating online dating service centers.

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

Research and Development Costs
------------------------------
The Company incurred no research and development costs during the years ended
December 31, 2001 and December 31, 2002.

ITEM 2.  PROPERTIES

The Company is currently operating out of the office of the President 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.


                                       3
<PAGE>
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.

                                     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.

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

2002

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


(b) As of December 31, 2002, the Company had thirteen (13) 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.

(d) The table below sets forth securities authorized for issuance under equity
compensation plans.
<TABLE>
                                  EQUITY COMPENSATION PLAN INFORMATION
<CAPTION>
                                  Number of securities to be      Weighted average exercise
                                     issued upon exercise of        price of outstanding           Number of securities
                                      outstanding options,          options, warrants and          available for future
         Plan category                 warrants and rights                  rights                        issuance
         -------------                 -------------------                  ------                        --------
                                               (a)                            (b)                            (c)
                                               ---                            ---                            ---
<S>                                        <C>                               <C>                           <C>
Equity compensation plans                      0                              N/A                            N/A
approved by security holders

Equity compensation plans not              1,800,000                         $.83                          550,000
approved by security holders

Total                                      1,800,000                         $.83                          550,000
                                           ---------                         ----                         --------
</TABLE>

In November 2001, the board adopted the 2001 Non-Qualified Stock Compensation
Plan (the "Stock Plan"). The Stock Plan covers 1,500,000 shares of common stock
and allows the board or plan committee to issue shares of stock or options to
acquire shares of stock to persons covered by the Stock Plan. At December 31,
2002, an aggregate of 950,000 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 required the Company to issue 100,000 shares of
common stock and 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.

(e) Recent Sales of Unregistered Securities

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

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 proceeds from the stock subscription and the remaining $20,000
was recorded as stock subscription receivable.

                                       4
<PAGE>

These sales were made in private placements intended to be exempt from
registration under section 4(2) and/or Regulation D of the Securities Act of
1933.

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

Plan of Operation
-----------------

During the years ended December 31, 2002 and December 31, 2001, the Company did
not receive any revenue and incurred expenses of $797,068 and 41,313,
respectively, stemming from general, selling, and administrative expenses. The
Company incurred a total loss of $797,068 for the year ended December 31, 2002
compared to a loss of $41,313 for the year ended December 31, 2001.

The Company's independent certified public accountants have stated in their
report included in the Company's December 31, 2002 Form 10-KSB, that the Company
has incurred operating losses in the last two years, 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 services and identifying specific markets and
clients for these services. The Company intends to rely on the experience and
expertise of its management to study the market for online dating services.

Because the Company remains essentially a start-up development company with
limited capital resources, it may be necessary for the President 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 President and
principal shareholder has advanced $35,945 and $10,624 to the Company as of
December 31, 2002 and December 31, 2001, 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 President and sole Director will defer any cash
compensation until such time as the Company begins to earn revenues from
operations.

It is clear to the Company that present funding is not sufficient for the launch
of its operations, and that it must interest investors in one or more secondary
capital formation programs before it can launch. 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 does not anticipate performing research and development for any
products during the next twelve months.

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

                                       5
<PAGE>

Cash Requirements and Need for Additional Funds
-----------------------------------------------
The Company anticipates no substantial cash requirements for the next twelve
months to remain in its present pre-operating condition. It is the opinion of
management that approximately $300,000 would be required to launch operations in
the next twelve months.

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


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

POSSIBLE NEED FOR ADDITIONAL FINANCING

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

                                       6
<PAGE>

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

COMPETITION

The online matchmaking 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.

                                       7
<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.

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.

                                       8
<PAGE>

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 OF LICENSED TECHNOLOGY

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

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements attached to this Report on Form 10-KSB as pages F-1 to
F-16 are incorporated herein by reference.

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

None.
                                    PART III

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

(a) The following table furnishes the information concerning the Company's
directors and officers as of December 31, 2002. The directors of the Company are
elected every year and serve until their successors are elected and qualify.

<TABLE>
<CAPTION>

Name                    Age        Title                                          Term
----                    ---        -----                                          ----
<S>                    <C>         <C>                                            <C>
Gordon F. Lee          50          President, Secretary, Treasurer, Director      Annual

</TABLE>

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

Gordon Lee                 25%


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

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

(b) Identification of Certain Significant Employees.

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

(c) Family Relationships.

None

(d) Business Experience.

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

                                       9
<PAGE>

Gordon F. Lee has been the President and sole Director the Company since March
28, 2000. From 1991 to March 1998, Mr. Lee served as the President of USA Video
Corporation, one of the first companies to offer video on demand and high
quality digitizing and compression services. From March 1998 to March 1999, Mr.
Lee served as the President of Glass Master Industries, a company working on the
development of a bullet resistant glass coating technology, which was eventually
sold off to other companies for commercial development. From March 1999 through
the present, Mr. Lee has served as President of Bentley Communications Corp., an
online-gaming company. From March 2000 to present, Mr. Lee continues to serve as
Bentley's CEO and Chairman. Mr. Lee has also served in the past five years on
the Board of Directors of companies such as Laser Vision Inc. and Future Media
Technologies.

(e) Directors' Compensation

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

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 is aware that Gordon F. Lee, its sole officer and director,
failed to timely file a Form 4 for the acquisition of 400,000 shares on July 12,
2002. The Form 4 was subsequently filed to report this transaction. 200,000
shares were subsequently cancelled. The registrant believes all other required
reports were made during the fiscal year ended December 31, 2002.

ITEM 10.  EXECUTIVE COMPENSATION

(a) Compensation.

This table sets forth all compensation paid by the Company for all services
provided up to December 31, 2002 to each of its executive officers.

<TABLE>
                                    SUMMARY COMPENSATION TABLE
<CAPTION>
                                            ANNUAL COMPENSATION                          LONG TERM COMPENSATION
                                            -------------------                          ----------------------
NAME AND
PRINCIPAL                             SALARY        BONUS              OTHER             RESTRICTED STOCK
POSITION                YEAR            $             $          ANNUAL COMPENSATION          AWARDS
--------                ----          ------        -----        -------------------          ------
<S>                     <C>             <C>           <C>              <C>                    <C>
Gordon Lee,             2002            0             0                0                      200,000(1)
President,
Treasurer,
Secretary, and          2001            0             0                0                      0
Director

</TABLE>

----------------
(1) These shares were issued as partial compensation for services rendered by
Mr. Lee as President and Secretary of the company from July 1, 2000 to June 30,
2002. These shares were valued at $100,000.

                                       10
<PAGE>

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 6,350,000 shares outstanding at
December 31, 2002.

<TABLE>
<CAPTION>
                                                                       AMOUNT OF BENEFICIAL
TITLE OF CLASS          NAME AND ADDRESS OF BENEFICIAL OWNER                 INTEREST                 PERCENT OF CLASS
                        ------------------------------------                 --------                 ----------------
<S>                    <C>                                                   <C>                       <C>
Common                 Gordon F. Lee                                         4,677,000                 74%
                       11301 Olympic Boulevard, Suite 680
                       Los Angeles, CA 90064

</TABLE>

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, 2002.

<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
                          11301 Olympic Boulevard, Suite 680
                          Los Angeles, CA 90064                               4,677,000                  74%
                                                                              ---------

Total as a group                                                              4,677,000                  74%

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's President and principal shareholder has advanced $35,945 and
$10,624 to the Company as of December 31, 2002 and 2001, respectively. No formal
repayment terms or arrangements exist.


                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

             (A) Exhibits

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

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

3.1 (a)                    Articles of Incorporation of the registrant
3.2 (a)                    By-laws of the registrant
4.1 (a)                    Form of Common Stock
10.2 (b)                   2001 Non-Qualified Stock Compensation Plan
99.1                       Certification

(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 December 11, 2001

             (B) Reports on Form 8-K.

The Company did not file any current reports on Form 8-K during the fourth
quarter of 2002.

                                       11
<PAGE>

ITEM 14.  CONTROLS AND PROCEDURES

(a) The Chief Executive Officer and the Chief Financial Officer has within 90
days of the filing date of this annual report made an evaluation of the
company's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Act of 1934, as amended). In his opinion, the
disclosure controls and procedures are adequate because the systems of controls
and procedures are designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows for the respective periods being presented. Moreover, the
evaluation did not reveal any significant deficiencies or material weaknesses in
the Company's disclosure controls and procedures.

(b) There have been no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls since the last
evaluation.

                                   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:  April 23, 2003                             American IDC Corp.

                                                  /s/ Gordon F. Lee
                                                  ------------------------------
                                                  Gordon F. Lee
                                                  President and Treasurer
                                                  (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                Director                April 23, 2003
------------------------
Gordon F Lee


                                       12
<PAGE>

                                 Certifications


I, Gordon F. Lee, President and Treasurer (Principal Financial Officer), certify
that:

1. I have reviewed this annual report on Form 10-KSB of American IDC Corp.;

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

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

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

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

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

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

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

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

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

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 23, 2003

/s/Gordon F. Lee
----------------
Gordon F. Lee
President and Treasurer (Principal Financial Officer)

                                       13
<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2002 AND 2001

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

                               AMERICAN IDC CORP.





                                      F-1
<PAGE>


                               AMERICAN IDC CORP.

                          INDEX TO FINANCIAL STATEMENTS


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

Balance Sheets at December 31, 2002 and 2001.................................F-4

Statements of Losses for the two years ended December 31, 2002 and 2001
and the period June 3, 1997 (date of inception) to December 31, 2002.........F-5

Statements of Deficiency in Stockholders' Equity for the period
June 3, 1997 (date of inception) to December 31, 2002........................F-6

Statements of Cash Flows for the two years ended December 31, 2002
and 2001 and the period June 3, 1997 (date of inception) to
December 31, 2002............................................................F-7

Notes to Financial Statements.........................................F-8 - F-16




                                      F-2
<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. (formerly
Future Projects VIII Corp.), a development-stage company, as of December 31,
2002 and 2001 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, 2002. These financial statements are
the responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based upon our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American IDC Corp. as of
December 31, 2002 and 2001, 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, 2002, 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
April 11, 2003


                                      F-3
<PAGE>
<TABLE>

                                              AMERICAN IDC CORP.
                                         (A DEVELOPMENT-STAGE COMPANY)
                                                BALANCE SHEETS
                                          DECEMBER 31, 2002 AND 2001
<CAPTION>

                                                                               2002             2001
                                                                               ----             ----
<S>                                                                          <C>             <C>
ASSETS
 CURRENT ASSETS:
 Cash and equivalents                                                        $      --       $      10
 Prepaid expenses and deposits                                                      --          61,234
                                                                             ----------      ----------
 Total current assets                                                               --          61,244

 Total Assets                                                                $      --       $  61,244
                                                                             ==========      ==========


 LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES:
 Cash disbursed in excess of available funds                                 $     434       $      --
 Accounts payable and accrued expenses                                          99,922          23,443
 Advances from related parties (Note B)                                         35,945          10,624
                                                                             ----------      ----------
 Total current liabilities                                                     136,301          34,067


 COMMITMENTS AND CONTINGENCIES (Note G)                                             --              --

 DEFICIENCY IN STOCKHOLDERS' EQUITY
 Common stock, par value $.001 per share; 50,000,000 shares authorized;
6,350,000 and 5,200,000 shares issued and outstanding
at December 31, 2002 and 2001, respectively (Note C)                             6,350           5,200
 Additional paid-in-capital                                                    734,240          81,800
 Common stock subscription                                                     (20,000)             --
 Accumulated deficit during development stage                                 (856,891)        (59,823)
                                                                             ----------      ----------
 Deficiency in stockholder's equity                                           (136,301)         27,177
                                                                             ----------      ----------
                                                                             $      --       $  61,244
                                                                             ==========      ==========
</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
                                                         For the year ended December 31,   June 3, 1997 (date
                                                                                         of inception) through
                                                            2002                2001        December 31, 2002
                                                            ----                ----        -----------------
<S>                                                      <C>               <C>               <C>
Costs and Expenses:
Selling, General and Administrative                      $   797,068       $    41,313       $   856,891
                                                         ------------      ------------      ------------

Total Operating Expense                                      797,068            41,313           856,891


Loss from Operations                                        (797,068)          (41,313)         (856,891)


Provision for Income Tax                                          --                --                --
                                                         ------------      ------------      ------------

Net Loss                                                 $  (797,068)      $   (41,313)      $  (856,891)
                                                         ============      ============      ============

Loss per common share (basic and assuming dilution)
(Note F)                                                 $     (0.14)      $     (0.01)      $     (0.17)
                                                         ============      ============      ============


Weighted average common shares outstanding                 5,499,315         5,106,319         5,114,787


                                     See accompanying notes to financial statements.
</TABLE>

                                                          F-5
<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, 2002

<CAPTION>

                                                                                                          Deficit
                                                                                                         Accumulated
                                                                             Additional      Common        During
                                                     Common       Stock        Paid in        Stock      Development
                                                     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 (Note C)                           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 (Note C)                   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 (Note C)            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 (Note C)                   300,000          300      149,700             --            --       150,000
 Issuance of common stock to consultants in
October 2002 in exchange for
services at $.85 per share (Note C)                   300,000          300      254,700             --            --       255,000
 Shares issued in October 2002 for cash at $.30
per share, net of costs (Note
C)                                                    100,000          100       29,890             --            --        29,990
 Issuance of common stock to consultants in
November 2002 in exchange for
services at $.35 per share (Note C)                   110,000          110       38,390             --            --        38,500
 Issuance of common stock to consultants in
December 2002 in exchange for
services at $.43 per share (Note C)                   240,000          240      102,960             --            --       103,200
 Shares issued in December 2002 for cash at $.25
per share (Note C)                                    100,000          100       24,900             --            --        25,000
 Stock options issued in exchange for services
rendered (Note D)                                          --           --       51,900             --            --        51,900

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

 Net loss                                                  --           --           --             --      (797,068)     (797,068)
                                                    ----------   ----------   ----------    -----------    ----------    ----------
 BALANCE AT DECEMBER 31, 2002                       6,350,000    $   6,350    $ 734,240     $  (20,000)    $(856,891)    $(136,301)
                                                    ==========   ==========   ==========    ===========    ==========    ==========

                                         See accompanying notes to financial statements
</TABLE>
                                                               F-6
<PAGE>
<TABLE>

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


                                                                                                   For the period
                                                                                                  from June 3, 1997
                                                                                                      (date of
                                                               For the year Ended December 31,   inception) through
                                                                   2002               2001        December 31, 2002
                                                                   ----               ----        -----------------
<S>                                                              <C>               <C>               <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from development stage operations                       $(797,068)        $ (41,313)        $(856,891)
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)                                                           546,700                --           558,700
Stock options issued in exchange for services rendered
(Note D)                                                            51,900                --            51,900
Write off prepaid service fees previously paid by common
stock                                                               61,234            13,766            75,000
Changes in assets and liabilities:
Cash disbursed in excess of available fund                             434                --               434

Accounts payable and accrued expenses                               76,479            23,443            99,922
                                                                 ----------        ----------        ----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                (60,321)           (4,104)          (70,935)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of costs (Note C)           34,990                --            34,990
Proceeds from (repayments to) related parties advances              25,321             4,114            35,945
                                                                 ----------        ----------        ----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 60,311             4,114            70,935


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


Cash and cash equivalents at the beginning of the period                10                --                --

Cash and cash equivalents at the end of the period               $      --         $      10         $      --
                                                                 ----------        ----------        ----------

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest                         $      --         $      --         $      --
Cash paid during the period for income taxes                     $      --         $      --         $      --
Common stock issued for services (Note C)                        $ 546,700         $      --         $ 558,700
Stock options issued in exchange for services rendered
(Note D)                                                         $  51,900         $      --         $  51,900
Common stock issued in exchange for prepaid service fees
(Note C)                                                         $      --         $  75,000         $  75,000

                                     See accompanying notes to financial statements
</TABLE>

                                                          F-7
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES

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

Business and Basis of Presentation
----------------------------------

On June 3, 1997, American IDC Corp. (formerly Future Projects VIII Corp.) (the
"Company") was incorporated under the laws of the state of Florida. The Company
is in the development stage, as defined by Statement of Financial Accounting
Standards No. 7 ("SFAS No. 7") and its efforts have been principally devoted to
developing an 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 $856,892.

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-8
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

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 2002 and 2001,
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
-------------------

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

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, 2002 and 2001, and for the period from June 3, 1997 (date of
inception) to December 31, 2002.

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, 2002 and
2001, and for the period from June 3, 1997 (date of inception) to December 31,
2002.

Liquidity
---------

As shown in the accompanying financial statements, the Company has incurred a
net loss of $856,891 from its inception through December 31, 2002. The Company's
current liabilities exceeded its current assets by $136,301 as of December 31,
2002.

                                      F-9
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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, 2002 and will adopt the
interim disclosure provisions for its financial reports for the quarter ended
March 31, 2003. The Company does not have any awards of stock-based employee
compensation outstanding at December 31, 2002.

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.

                                      F-10
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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

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

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The FASB also issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144) in August and October 2001,
respectively.

SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no material impact
on the Company's financial statements.

Effective January 1, 2002, 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.

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 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 plans to adopt 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 financial statements.

                                      F-11
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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 is 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.

                                      F-12
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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.

NOTE B - RELATED-PARTY TRANSACTIONS

The Company's President and principal shareholder has advanced $35,945 and
$10,624 to the Company as of December 31, 2002 and 2001, respectively. No formal
repayment terms or arrangements exist.

NOTE C - CAPITAL STOCK

The Company is authorized to issue 50,000,000 shares of common stock, with a par
value of $.001 per share. As of December 31, 2002 and 2001, the Company has
issued and outstanding 6,350,000 and 5,200,000 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.

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.

For the year ended December 31, 2002, the Company issued an aggregate of 950,000
shares of common stock to consultants for services in the amount of $546,700.
All valuations of common stock issued for services were 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 100,000 shares of common stock to a investor in
exchange for $29,990, net of costs and fees. 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 proceeds from the
stock subscription and the remaining $20,000 was recorded as stock subscription
receivable.

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.


                                      F-13
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE D - NON-EMPLOYEE STOCK OPTIONS (CONTINUED)

<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>              <C>
               $1.50           100,000                3.0               $ 1.50        100,000          $ 1.50
               $0.50           200,000                2.0               $ 0.50        200,000          $ 0.50
                               -------                ---               ------        -------          ------
                               300,000                2.3               $ 0.83        300,000          $ 0.83
</TABLE>

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

                                                         Weighted Average
                                      Number of Shares   Price Per Share
                                      ----------------   ---------------
Outstanding at January 1, 2001
   Granted                                          --           $  --
   Exercised                                        --              --
   Canceled or expired                              --              --
                                               -------           -----
Outstanding at December 31, 2001                    --              --
   Granted                                     300,000            0.83
   Exercised                                        --              --
   Canceled or expired                              --              --
                                               -------           -----
Outstanding at December 31, 2002               300,000           $0.83
                                               =======           =====

The estimated value of the options granted to consultants was determined using
the Black-Scholes option pricing model and the following assumptions:
contractual term of 2 and 4 years, a risk free interest rate of 1.67%, a
dividend yield of 0% and volatility of 26%. The amount of the expense charged to
operations in connection with granting the options was $51,900 and $0 for the
year ended December 31, 2002 and 2001, 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 $856,000, which expire through 2022, subject to limitations
of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset
related to the carryforward is approximately $291,000. 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.

                                      F-14
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE E - INCOME TAXES (CONTINUED)

Components of deferred tax assets as of December 31, 2002 are as follows:

          Non Current:
                 Net operating loss carryforward                  $ 291,000
                 Valuation allowance                               (291,000)
                                                                  ----------
                 Net deferred tax asset                           $       -
                                                                  ==========

NOTE F - LOSSES PER SHARE

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

<TABLE>
<CAPTION>
                                                                           For the period from June
                                                                               3, 1997 (date of
                                                                               inception) through
                                                   2002            2001       December 31, 2002
                                                   ----            ----       -----------------
<S>                                             <C>             <C>                <C>
Net loss available to common shareholders       $ (797,068)     $ (41,313)         $  (856,891)
                                                ===========     ==========         ============
Basic and fully diluted loss per share          $    (0.14)     $   (0.01)         $     (0.17)
                                                ===========     ==========         ============
Weighted average common shares outstanding       5,499,315      5,106,319            5,114,787
                                                ===========     ==========         ============
</TABLE>

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, 2002,
the Company has incurred a loss of $856,891. In addition, the Company has a
deficiency in stockholders' equity of $136,301 at December 31, 2002. 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.

                                      F-15
<PAGE>

                               AMERICAN IDC CORP.
                          (A DEVELOPMENT-STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE H - GOING CONCERN MATTERS (CONTINUED)

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-16