<PAGE>


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ___________
                                   FORM 10-K/A

       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 for the fiscal year ended December 31, 2001

                                       OR

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

                          Commission File Number 0-2027

                               SAFLINK CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                                    95-4346070
       (State or Other Jurisdiction                       (I.R.S. Employer
    of Incorporation or Organization)                   Identification No.)

             11911 NE First Street, Suite B-304, Bellevue, WA 98005
              (Address of Principal Executive Offices): (Zip Code)

                                 (425) 278-1100
              (Registrant's Telephone Number, Including Area Code)

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $0.01 par value per share
                                   ___________

     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 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 [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A.[_]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the last reported sale on the OTC Electronic Bulletin
Board on April 15, 2002, was approximately $5,344,879 (1).

     There were 12,839,768 shares of the registrant's common stock outstanding
as of April 15, 2002.

______________
(1)  Excludes shares held of record on that date by directors, executive
     officers and greater than 10% shareholders of the registrant. Exclusion of
     such shares should not be construed to indicate that any such person
     directly or indirectly possesses the power to direct or cause the direction
     of the management of the policies of the registrant.

================================================================================

<PAGE>


                                EXPLANATORY NOTE

     This Amendment to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 is being filed in order to submit the
information required to be included in Part III thereof within the period
required by General Instruction G(3) to Form 10-K.

     Part III of the registrant's Annual Report on Form 10-K is hereby amended
by deleting the text thereof in its entirety and substituting the following:

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The following table sets forth, for our current directors, including the
nominees to be elected at the 2002 Annual Meeting of Stockholders, information
with respect to their ages and background.

<TABLE>
<CAPTION>
                                                                                 Director
Name                       Position With SAFLINK                       Age        Since
----                       ---------------------                       ---        ------
<S>                        <C>                                         <C>       <C>
Glenn L. Argenbright       Director, Chief Executive Officer and        36         2001
                           President

Frank M. Devine            Director                                     59         1997

Steven M. Oyer             Director                                     46         2001

Robert M. Smibert          Director                                     38         2001
</TABLE>

     Glenn L. Argenbright has served as a director of SAFLINK since February
2001. Mr. Argenbright was appointed Interim Chairman of the Board, President and
Chief Executive Officer in June 2001, with such appointments being made
permanent by our Board of Directors in December 2001. Mr. Argenbright served as
the President and Chief Executive Officer of Jotter Technologies, a firm whose
assets were purchased by us in 2000, since November 1999. From May 1998 to
November 1999, Mr. Argenbright served as the President and Chairman of the board
of Spotlight Interactive, Inc., a Web-incubator and venture capital firm. From
February 1999 to August 1999, while working for Spotlight, Mr. Argenbright
served as a director of and consultant to Today's Communications Inc., a
provider and aggregator of Web content. From May 1998 to February 1999, Mr.
Argenbright was a director and Executive Vice President of Intelligent
Communications, Inc., a company providing high-speed Internet access over
satellite. From April 1997 to April 1998, Mr. Argenbright was a director,
President and Chief Executive Officer of Internet Extra Corporation, a Web
hosting company which owned and operated certain Web properties. From September
1997 to February 1998, Mr. Argenbright served as President and director of
Internet Extra Media Placement (which later changed its name to Mediaplex), an
online advertising subsidiary of Internet Extra. From January 1995 to April
1997, Mr. Argenbright served as President of FTM Marketing, a Los Angeles based
marketing and promotions agency. Mr. Argenbright has also served on the boards
of directors of Internet Presence Providers, Internet Extra, Cardzoo!,
StarInsider, ProCheer, and AIR, Inc. Mr. Argenbright received a BA from the
University of California at San Diego and a JD from the University of San Diego.

     Frank M. Devine has served as a director of SAFLINK since June 1997. Mr.
Devine also serves as a business consultant for various entities. Mr. Devine
founded Bachmann-Devine, Incorporated, a venture capital firm, and co-founded
Shapiro, Devine & Craparo, Inc., a manufacturers' agency serving the retail
industry. Mr. Devine also serves on the board of directors of these companies.
Since December 1994, Mr. Devine has served as a member of the board of directors
of Salton, Inc., a publicly owned company that markets and sells electrical
appliances to the retail trade under various brand names. Mr. Devine received a
BS from Iowa State University.

                                       1

<PAGE>

     Steven M. Oyer, has served as a Director of SAFLINK since December 2001.
Mr. Oyer served as our Interim Chief Financial Officer from June 2001 until
December 2001. Since November 2000, Mr. Oyer has been a principal and Chief
Financial Officer of Spotlight Interactive, Inc., a Web-incubator and venture
capital firm. Since January 2000, Mr. Oyer has also served as a director of
Jotter Technologies. From October 1995 to November 2000, Mr. Oyer served as the
Vice President Regional Director for Murray Johnstone International Ltd., a
Scottish investment firm, where he was responsible for the sale and marketing of
international investment management services and private equity in North
America. Mr. Oyer serves on the board of several ventures, including Ajax
Holdings and Bridge Partners, and for the past 5 years has been active in
raising private equity capital.

     Robert M. Smibert has served as a director of SAFLINK since February 2001.
Mr. Smibert served as our Chief Technology Officer from December 2000 until June
2001. Mr. Smibert, a co-founder of Jotter Technologies, served as the Chief
Technology Officer of Jotter from December 1997 until we acquired that company's
assets in 2000. Mr. Smibert also co-founded MindQuake Creations, a Web boutique
company, and served as its Chief Technology Officer from February 1997 to
October 1998. From July 1997 to October 1998, Mr. Smibert was the Information
Technology Manager of RedCell Canada, a Canadian battery company. From June 1996
to July 1997, Mr. Smibert owned and served as President of Virgin Technologies,
Inc., a software design, development and consulting company.

     Our executive officers are generally elected annually at the meeting of our
Board of Directors held in conjunction with the annual meeting of stockholders.
The following are our current executive officers and their ages as of April 15,
2002:

<TABLE>
<CAPTION>
Name                       Age         Officer                                    Position Since
----                       ---         -------                                    --------------
<S>                        <C>         <C>                                        <C>
Glenn L. Argenbright.....  36          President and Chief Executive Officer/(1)/      2001

Ann M. Alexander.........  55          Chief Operating Officer and                     2001
                                       Corporate Secretary

Walter G. Hamilton.......  58          Vice President of Business Development          2000

Gregory C. Jensen........  34          Chief Technology Officer                        2000

Joshua M. Grantz.........  30          Vice President of Sales                         2001
</TABLE>


(1)  Mr. Argenbright was appointed Interim President and Chief Executive Officer
     in June 2001, with such appointment being made permanent by our Board of
     Directors in December 2001. Mr. Argenbright's appointment followed the June
     5, 2001 resignation of our prior President and Chief Executive Officer, Mr.
     Anthony.

     The following sets forth the business experience, principal occupations and
employment of each of our current executive officers who do not serve on the
board (see above for such information with respect to Mr. Argenbright):

     Ann M. Alexander joined SAFLINK in October 2000 as Vice President of
Operations and was appointed Corporate Secretary in June 2001 and then Chief
Operating Officer in August 2001. Ms. Alexander was Director of Operations at
vJungle.com from November 1999 to March 2000 and Director of Operations and
Support at Continuex from October 1998 to June 1999. From May 1997 to September
1998, she was Regional Human Resource Manager with Starbucks Coffee Company and
Project Manager in Customer Operations at AT&T Wireless Service from May 1996 to
April 1997. Ms. Alexander is also a principal in TMR, Inc., a Washington
corporation providing consulting on human resources and organizational change
management. From August 1987 to May 1995, she was a Senior Manager of Customer
Account Services at US West NewVector Group, Inc. Ms. Alexander received a MA in
Organizational Design and Effectiveness from the Fielding Institute, Santa
Barbara, California.

     Walter G. Hamilton joined SAFLINK in December 1995 as Director of Business
Development. Mr. Hamilton served as Vice President of Sales and Marketing from
August 1999 through August 2000. In September, 2000, Mr. Hamilton was appointed
Vice President of Business Development. Prior to joining SAFLINK, Mr. Hamilton
was employed by Unisys Corporation and its successor, Loral Corporation, for 34
years. He served as Director of Business Development for the worldwide postal
automation business segment, after holding various sales management and product
management related assignments with both domestic and international
responsibilities. Mr. Hamilton received a BS in Business Administration from the
University of Southern Mississippi.

                                        2

<PAGE>

     Gregory C. Jensen joined SAFLINK in August 1992 and has served as Chief
Systems Engineer, Director of Technical Services, Vice President of Engineering,
and is currently Chief Technology Officer. The board appointed him as a
corporate officer of SAFLINK on March 20, 2000. Prior to joining SAFLINK, Mr.
Jensen was a Member of the Technical Staff of TRW, Inc., involved in the
research and development of image processing, signal processing, high volume
data storage, and high bandwidth data communication technologies. Mr. Jensen
received a BS in Electrical Engineering from California Institute of Technology.

     Joshua M. Grantz joined SAFLINK in October 2001 as Vice President of Sales.
Since August 1999, Mr. Grantz had been President and Chief Executive Officer of
Develos, Inc., a company that provides web-based and wireless supply chain
management solutions. From May 1999 to January 2001, Mr. Grantz was also the
General Manager of Grantz Interactive Solutions, an e-marketing firm. From July
1997 to February 1998 he was the Vice President of Sales and Online Marketing at
Internet Extra Corporation. In August 1997, while at Internet Extra, Mr. Grantz
founded Internet Extra Media Placement and changed its name to Mediaplex, Inc.
and from February 1998 to July 1999 acted as their Senior Vice President of
Sales and Media. From February 1997 to July 1997, he served as Senior Account
Manager for WebConnect, Inc., an online media sales company. He has also served
on the boards of directors of WebMunchies, Talulah G, Grantz Industries, and
Develos. Mr. Grantz received two degrees in Journalism & Mass Media and in
Communications from Rutgers College and the Rutgers University School of
Communications, Information and Library Studies, New Brunswick, NJ.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors and persons who beneficially own more than 10% of our
common stock to file initial reports of ownership and reports of changes in
ownership with the SEC. Such persons are required by SEC regulations to furnish
us with copies of all Section 16(a) forms they file.

     Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and
greater-than-10% stockholders were complied with, except that Forum Partners,
L.P. filed one late report with respect to one transaction, and Freya Fanning &
Co. filed one late report with respect to one transaction.

                                       3

<PAGE>

ITEM 11.     EXECUTIVE COMPENSATION.

     The following table sets forth information concerning the compensation of
our chief executive officer, our three other most highly compensated executive
officers, and a former chief executive officer, during the fiscal years ended
December 31, 1999, 2000 and 2001.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                         LONG TERM
                                                                                       COMPENSATION
                                                                                      ---------------
                                               ANNUAL COMPENSATION                        AWARDS
                              ------------------------------------------------------  ---------------
                                                                                           SHARES
NAME AND PRINCIPAL                                                     OTHER ANNUAL      UNDERLYING      ALL OTHER
    POSITION                   YEAR         SALARY        BONUS        COMPENSATION        OPTIONS      COMPENSATION
-------------------           ------       --------      --------      -------------  ----------------  ------------
<S>                           <C>          <C>           <C>           <C>            <C>               <C>
Glenn L. Argenbright/(1)/      2001        $ 58,846      $5,000/(2)/   $     __            44,287        $     __
  President and Chief          2000              __          __              __                __              __
  Executive Officer            1999              __          __              __                __              __

Ann M. Alexander               2001         145,000          __              __            38,572              __
  Chief Operating Officer      2000          27,885          __              __            14,286          11,400/(3)/
  and Secretary                1999              __          __              __                __              __

Walter G. Hamilton             2001         145,000          __              __            38,572              __
  Vice President of            2000         145,000          __              __             7,207          25,261/(4)/
  Business Development         1999         131,006          __              __            12,858              __

Gregory C. Jensen              2001         150,000          __              __            38,572              __
  Vice President of            2000         135,808          __              __             7,112         312,461/(5)/
  Engineering                  1999          87,289          __              __             6,429              __

Former Officer:

Jeffrey P. Anthony/(6)/        2001         124,810          __              __            78,096          81,715
  Former President and         2000         200,000          __              __                __              __
  Chief Executive Officer      1999         165,001          __              __            25,715              __
</TABLE>

_____________________
(1)  Mr. Argenbright was appointed Interim President and Chief Executive Officer
     in June 2001, with such appointment being made permanent by our Board of
     Directors in December 2001. See "Employment Contracts and Termination of
     Employment and Change-in-Control Arrangements."

(2)  Mr. Argenbright received this bonus pursuant to signing of his Employment
     Agreement. See "Employment Contracts and Termination of Employment and
     Change-in-Control Arrangements."

(3)  Represents compensation for consulting services prior to October 2000 when
     Ms. Alexander was appointed as Vice President of Operations.

(4)  Represents reimbursement of relocation expenses paid to Mr. Hamilton.

(5)  Represents proceeds in the amount of $302,525 received from the exercise
     and sale of stock options, and reimbursement of relocation expenses in the
     amount of $9,936.

                                       4

<PAGE>

(6)  Mr. Anthony resigned as President and Chief Executive Officer effective
     June 5, 2001. He received a severance payment of $100,000, along with his
     $15,048 in accrued vacation. Of Mr. Anthony's severance payment, $33,333 is
     reported as "Salary" attributable to his original severance agreement, and
     $66,667 is reported as "All Other Compensation" attributable to
     modification of his original severance agreement at the time of
     termination. Mr. Anthony was also granted an option to purchase 78,096
     shares of SAFLINK common stock for $1.89 per share on May 21, 2001. Such
     option became fully vested upon his termination of employment pursuant to a
     severance agreement between Mr. Anthony and SAFLINK.

STOCK OPTIONS GRANTED IN FISCAL 2001

     The following table provides the specified information concerning grants of
options to purchase our Common Stock made during the fiscal year ended December
31, 2001, to the persons named in the Summary Compensation Table:

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                   INDIVIDUAL GRANTS
                                 ----------------------------------------------------------
                                                                                                    POTENTIAL REALIZED VALUE
                                                                                                     AT ASSUMED ANNUAL RATES
                                    NUMBER OF      % OF TOTAL                                           OF STOCK PRICE
                                     SHARES          OPTIONS       EXERCISE                         APPRECIATION FOR OPTION
                                   UNDERLYING       GRANTED TO       PRICE                                 TERM/(1)/
                                     OPTIONS       EMPLOYEES IN       PER       EXPIRATION      ------------------------------
         NAME                       GRANTED/(2)/    FISCAL YEAR     SHARE/(3)/      DATE               5%              10%
--------------------------       ---------------- -------------- -------------  -----------     ------------    --------------
<S>                              <C>              <C>            <C>            <C>             <C>             <C>
Glenn L. Argenbright                 35,715             4.3%      $  1.68        6/29/11        $   97,736      $  155,628

                                      8,572/(4)/        1.0%         7.21        2/15/11           100,672         160,304

Ann M. Alexander                     38,572             4.7%         1.68        6/29/11           105,554         168,077

Walter G. Hamilton                   38,572             4.7%         1.68        6/29/11           105,554         168,077

Gregory C. Jensen                    38,572             4.7%         1.68        6/29/11           105,554         168,077

Former Officers:

Jeffrey P. Anthony                   78,096/(4)/        9.4%         1.89        5/21/02/(5)/      154,982         162,362
</TABLE>

____________________
(1)  Potential gains are net of exercise price, but before taxes associated with
     exercise. These amounts represent certain assumed rates of appreciation
     only, based on SEC rules, and therefore are not intended to forecast
     possible future appreciation, if any, in SAFLINK's stock price. Actual
     gains, if any, on stock option exercises are dependent on the future
     performance of the Common Stock, overall market conditions and the option
     holders' continued employment through the vesting period. The amounts
     reflected in this table may not necessarily be achieved.

(2)  Except as described in footnotes below, all options were granted pursuant
     to the 2000 Stock Incentive Plan. Options granted under the 2000 Stock
     Incentive Plan generally become vested on a monthly basis over a 36-month
     period , but are not exercisable until optionee has been employed with us
     for nine months, and they remain exercisable subject to the optionee's
     continuous employment with us. Under the 2000 Stock Incentive Plan, the
     Board retains discretion to modify the terms, including the prices, of
     outstanding options.

(3)  All options were granted at market value on the date of grant.

(4)  Options granted pursuant to the 1992 Stock Incentive Plan. Options granted
     under the 1992 Stock Incentive Plan generally become exercisable in three
     equal installments beginning on the first anniversary of the date of grant,
     subject to

                                       5

<PAGE>

     the optionee's continuous employment with us. Under the 1992 Stock
     Incentive Plan, the Board retains discretion to modify the terms, including
     the prices, of outstanding options.

(5)  Pursuant to the terms of Mr. Anthony's severance agreement, all of his
     vested but unexercised options will lapse on 5/21/02. See "Employment
     Contracts and Termination of Employment and Change-in-Control
     Arrangements."

                                       6

<PAGE>

OPTION EXERCISES AND FISCAL 2001 YEAR-END VALUES

The following table provides the specified information concerning exercises of
options to purchase our Common Stock in the fiscal year ended December 31, 2001,
and unexercised options held as of December 31, 2001, by the persons named in
the Summary Compensation Table above.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                           AND FISCAL YEAR-END VALUES

<TABLE>
<CAPTION>
                                         NUMBER OF SHARES                  VALUE OF UNEXERCISED
                                  UNDERLYING UNEXERCISED OPTIONS      IN-THE-MONEY OPTIONS AT FISCAL
                                        AT FISCAL YEAR END                      YEAR END/(1)/
                                --------------------------------     --------------------------------

           NAME                 EXERCISABLE/(2)/   UNEXERCISABLE      EXERCISABLE      UNEXERCISABLE
---------------------------     ----------------   -------------     -------------    ---------------
<S>                             <C>                <C>               <C>              <C>
Glenn L. Argenbright.......            __             35,715/(4)/       $ __             $ __

                                    2,857/(3)/         5,715              __               __

Ann M. Alexander...........         6,428             32,144              __               __
                                    4,762/(3)/         9,524              __               __

Walter G. Hamilton.........         6,428             32,144              __               __
                                   18,072/(3)/         9,090              __               __

Gregory C. Jensen..........         6,428             32,144              __               __
                                    9,040/(3)/         6,884              __               __

Former Officers:

Jeffrey P. Anthony.........       155,599/(3)/            __              __               __
</TABLE>

_______________
(1)  Based on a market value of $1.25, last reported sale of our common stock on
     the OTC Electronic Bulletin Board on December 31, 2001.

(2)  Except as described in footnotes below, all options were granted pursuant
     to the 2000 Stock Incentive Plan. Options granted under the 2000 Stock
     Incentive Plan generally become vested on a monthly basis over a 36-month
     period, but are not exercisable until optionee has been employed with us
     for nine months, and they remain exercisable subject to the optionee's
     continuous employment with us. Under the 2000 Stock Incentive Plan, the
     Board retains discretion to modify the terms, including the prices, of
     outstanding options.

(3)  Options granted pursuant to the 1992 Stock Incentive Plan. Options granted
     under the 1992 Stock Incentive Plan generally become exercisable in three
     equal installments beginning on the first anniversary of the date of grant,
     subject to the optionee's continuous employment with us. Under the 1992
     Stock Incentive Plan, the Board retains discretion to modify the terms,
     including the prices, of outstanding options.

(4)  Mr. Argenbright had not satisfied the 9-month employment requirement,
     pursuant to the 2000 Stock Incentive Plan prior to December 31, 2001,
     therefore 5,952 vested options, of the total grant of 35,715, were not
     yet exercisable.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     In June 2001, we entered into an Employment Agreement with Mr. Argenbright,
our President and Chief Executive Officer effective as of June 6, 2001. The
agreement provides for the payment to Mr. Argenbright of an initial $100,000
minimum base annual salary, a $5,000 signing bonus, and a $100,000 bonus based
on the achievement of certain objectives. Pursuant to the agreement, Mr.
Argenbright was granted an option under the 2000 Stock Incentive Plan to
purchase 35,715 shares of our common stock, vesting in equal increments on
annual basis. In the event of a sale of the company, change of control, merger
or termination

                                        7

<PAGE>

of Mr. Argenbright's employment with us, his options will fully vest and become
immediately exercisable. Under the agreement, Mr. Argenbright is also entitled
to receive the equivalent of three months base salary if his employment with us
is terminated for any reason other than cause or if the Board of Directors
appoints someone else to the position of Chief Executive Officer. On February
11, 2002, the Board of Directors approved certain modifications to Mr.
Argenbright's compensation under the agreement, which include: an increase in
his base salary to $175,000, effective as of January 1, 2002; an option under
the 2000 Stock Incentive Plan to purchase 217,665 shares of our common stock, at
$1.07 per share; a salary advance of $20,000; and certain potential cash bonuses
tied to Mr. Argenbright's ability to achieve targeted revenue objectives.

     Jeffrey P. Anthony resigned as our President and Chief Executive Officer
effective June 5, 2001 and resigned as a director on June 8, 2001. Pursuant to
his severance agreement, dated December 10, 1998, and amended on May 15, 2001,
Mr. Anthony received $100,000 in severance payments as well as accrued vacation
pay and the portable computer used by Mr. Anthony. Mr. Anthony terminated his
employment within 90 days of an event that constituted "good reason" and, as a
consequence, received full benefits under his severance agreement. Mr. Anthony
would not have been eligible to receive severance benefits in the event his
employment was terminated for cause. As part of his severance benefits, all of
Mr. Anthony's outstanding options became fully vested on the date of termination
and exercisable for a period of one year from his date of termination. In
addition, Mr. Anthony also received as part of his severance benefits a
fully-vested, immediately exercisable option to purchase 78,096 shares of our
common stock, with such option remaining exercisable for a period of one year
from his date of termination. Mr. Anthony entered into a consultancy agreement
with us on June 5, 2001, whereby he agreed to provide up to 100 hours of
consulting services to us for no more than 60 days, however he did not perform
any consulting services under this arrangement.


COMPENSATION OF DIRECTORS

     Our directors are reimbursed for reasonable out-of-pocket expenses incurred
in attending meetings of the Board of Directors and committee meetings. Upon
election to the Board of Directors, each new director receives an option to
purchase 8,572 shares of our common stock at the fair market value on the date
of grant. One-third of the initial grant becomes exercisable on the date of
grant and an additional one-third on each of the first two anniversaries of the
grant date, if such person is still serving as a director at such times. Mr.
Smibert, who jointly with his spouse owns approximately 25% of the common stock
of Jotter, declined the options granted to him. Mr. Devine was granted a fully
vested option to purchase 11,429 shares of our common stock on May 21, 2001, as
an incentive to continue as a member of the Board of Directors following
completion of a financing and the subsequent management changes. Mr. Devine's
option grant was made under our 2000 Stock Incentive Plan. In addition, on
February 11, 2002, Mr. Devine was granted a fully vested option under the 2000
Stock Incentive Plan to purchase 65,412 shares of our common stock at $1.07 per
share.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of April 15, 2002, certain information
with respect to the beneficial ownership of our Common Stock by (i) each
stockholder known by us to be the beneficial owner of more than 5% of our Common
Stock, (ii) each director and director-nominee, (iii) each executive officer
named in the Summary Compensation Table below, and (iv) all of our directors and
executive officers as a group.

<TABLE>
<CAPTION>
                                       Number of Shares of        Number of Shares           Total Number of Shares     Percent of
                                          Common Stock               Underlying                   Beneficially            Common
   Name of Beneficial Owner/(1)/             Owned            Convertible Securities/(2)/          Owned/(3)/           Stock/(4)/
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                    <C>                            <C>                        <C>
SDS Merchant Fund, L.P./(5)/..........     1,264,800                 2,318,800                     3,583,600               23.6%
   One Sound Shore Drive
   Greenwich, CT 06830

RMS Limited Partnership/(6)/..........     2,561,634                    11,905                     2,573,539               20.3%
   50 West Liberty Street, Ste 650
   Reno, NV 89501

S.A.C. Capital Associates, LLC/(7)/...       857,144                 1,571,430                     2,428,574               16.9%
   777 Long Ridge Road
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>
                                       Number of Shares of        Number of Shares           Total Number of Shares     Percent of
                                          Common Stock               Underlying                   Beneficially            Common
   Name of Beneficial Owner/(1)/             Owned            Convertible Securities/(2)/          Owned/(3)/           Stock/(4)/
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                    <C>                            <C>                        <C>
      Stamford, CT 06902

Palo Alto Investors, LLC/(8)/ .......      500,000                  1,928,575                     2,428,575               16.4%
      470 University Avenue
      Palo Alto, CA 94301

Freya Fanning & Co./(9)/ ............    1,146,858                    584,145                     1,731,003               12.9%
      400 Essex Street
      Beverly Farms, MA  01915

Forum Partners, LP/(10)/ ............    1,114,572                    563,314                     1,677,886               12.5%
      1601 Forum Place, Ste 905
      West Palm Beach, FL 33401

DMG Advisors LLC/(11)/ ..............    1,514,011                         __                     1,514,011               11.8%
      One Sound Shore Drive, Ste 202
      Greenwich, CT 06830

Micro Cap Partners, L.P./(12)/ ......      332,872                  1,215,730                     1,548,602               11.0%
      470 University Avenue
      Palo Alto, CA 94301

Jotter Technologies, Inc./(13)/ .....      800,660                         __                       800,660                6.2%
      9595 Harbour Bay Place
      Elk Grove, CA 95758

Ann M. Alexander ....................           __                     43,880                        43,880                *
Glenn L. Argenbright ................           __                     52,903                        52,903                *
Frank M. Devine .....................           __                     83,746                        83,746                *
Joshua M. Grantz ....................        1,600                         __                         1,600                *
Walter G. Hamilton ..................           __                     57,925                        57,925                *
Steven M. Oyer ......................           __                     12,858                        12,858                *
Robert M. Smibert ...................           __                         __                            __                *
Directors and executive officers ....        1,600                    251,312                       252,912                *
      as a group (7 persons)
</TABLE>


-------------------------
* Less than 1%

  (1) Except as otherwise indicated, the persons named in this table have sole
      voting and investment power with respect to all shares of Common Stock
      shown as beneficially owned by them, subject to community property laws
      where applicable and to the information contained in the footnotes to this
      table.

  (2) Under the rules of the Securities and Exchange Commission, a person is
      deemed to be the beneficial owner of shares that can be acquired by such
      person within 60 days upon the exercise of options or warrants or upon
      conversion of securities convertible into common stock.

  (3) Represents the aggregate number of shares beneficially owned by each
      stockholder.

  (4) Calculated on the basis of 12,839,768 shares of Common Stock outstanding
      as of April 15, 2002, provided that any additional shares of Common Stock
      that a stockholder has the right to acquire within 60 days after April 15,
      2002 are deemed to be outstanding for the purpose of calculating that
      stockholder's percentage beneficial ownership.

  (5) Based on a Schedule 13G filed by SDS Merchant Fund, L.P. with the SEC on
      April 5, 2002. Includes 2,318,800 shares issuable upon exercise of
      immediately exercisable warrants and conversion of preferred stock owned
      by SDS Merchant Fund. SDS Capital Partners, L.L.C. is the sole general
      partner of SDS Merchant Fund and has shared power to vote and dispositive
      power with respect to all of the shares reported. Steven Derby is the sole
      managing member of SDS Capital Partners and has shared power to vote and
      dispositive power with respect to all of the shares reported. SDS
      Management, LLC, an affiliate of SDS Merchant Fund, L.P., has acted as an
      adviser to S.A.C. Capital Associates, LLC. Each of SDS Merchant Fund, L.P.
      and S.A.C. Capital Associates, LLC disclaims beneficial ownership of the
      shares of our common stock owned by the other.

                                       9

<PAGE>

  (6) Based on a Schedule 13D/A filed by RMS Limited Partnership with the SEC on
      June 15, 2001. Includes 48,572 shares and 11,905 shares subject to options
      immediately exercisable or exercisable within 60 days after April 15,
      2002, owned by Francis R. Santangelo. Mr. Santangelo's shares are subject
      to a voting agreement between RMS and Mr. Santangelo whereby Mr.
      Santangelo agrees to vote such shares as directed by RMS. Also includes
      800,660 shares beneficially owned by Jotter Technologies which are subject
      to a voting agreement between RMS and Jotter Technologies whereby Jotter
      Technologies agrees to vote such shares as directed by RMS. RMS is a
      Nevada limited partnership controlled by Roy M Speer. Crystal Diamond,
      Inc. is a Nevada corporation controlled by Mr. Speer. RMS shares the power
      to vote and to dispose of the shares owned directly by RMS with Crystal
      Diamond and Mr. Speer. RMS has the power to direct the voting and has no
      power to dispose of the shares owned by Mr. Santangelo and Jotter
      Technologies.

  (7) Based on a Schedule 13G filed by S.A.C. Capital Advisors, LLC; S.A.C.
      Capital Management, LLC; and Steven A. Cohen with the SEC on January 22,
      2002. The shares are held by S.A.C. Capital Associates, LLC, an Anguillan
      limited liability company. Pursuant to invest agreements, each of SAC
      Capital Advisors and SAC Capital Management share all investment and
      voting power with respect to the securities held by SAC Capital
      Associates. Mr. Cohen is the President and Chief Executive Officer of SAC
      Capital Advisors, the Managing Member of which is a corporation wholly
      owned by Mr. Cohen. Mr. Cohen is also the owner, directly and through a
      wholly-owned subsidiary, of all of the membership interests of SAC Capital
      Management. Mr. Cohen disclaims beneficial ownership of the securities
      held by SAC Capital Associates. SDS Management, LLC, an affiliate of SDS
      Merchant Fund, L.P., has acted as an adviser to S.A.C. Capital Associates,
      LLC. Each of SDS Merchant Fund, L.P. and S.A.C. Capital Associates, LLC
      disclaims beneficial ownership of the shares of our common stock owned by
      the other.

  (8) Based on a Schedule 13D filed by Palo Alto Investors, LLC with the SEC on
      February 14, 2002. Includes 332,872 shares and 1,215,730 shares issuable
      upon exercise of immediately exercisable warrants and conversion of
      preferred stock owned by Micro Cap Partners, L.P. Palo Alto Investors is
      an investment advisor registered with the SEC and is the general partner
      of and investment advisor to Micro Cap Partners and other investment
      limited partnerships. The sole manager of Palo Alto Investors, LLC is Palo
      Alto Investors corporation. William Leland Edwards is the President and
      controlling shareholder of Palo Alto Investors corporation and the
      principal member of Palo Alto Investors. Palo Alto Investors has shared
      power to vote and shared dispositive power with respect to all of the
      shares reported.

  (9) Includes 584,145 shares issuable upon exercise of immediately exercisable
      warrants owned by Freya Fanning & Company. Thomas B. Hallowell is the sole
      general partner of Freya Fanning & Company and shares the power to vote
      and dispositive power with respect to all of the shares reported. Mr.
      Hallowell disclaims beneficial ownership of all of the shares reported.

 (10) Includes 563,314 shares issuable upon exercise of immediately exercisable
      warrants owned by Forum Partners. Arnold Mullen is the sole general
      partner of Forum Partners and shares the power to vote and dispositive
      power with respect to all of the shares reported. Mr. Mullen disclaims
      beneficial ownership of all of the shares reported.

 (11) Based on a Schedule 13G filed by DMB Advisors LLC, DMG Legacy
      International Ltd., and DMG Legacy Institutional Fund LLC with the SEC on
      February 12, 2002. DMG Advisors is the managing member of each of the
      following, and has shared power to vote and shared dispositive power with
      respect to 832,348 shares held by DMB Legacy International, 585,376 shares
      held by DMG Legacy Institutional Fund and 96,287 shares held by DMG Legacy
      Fund LLC.

 (12) Based on a Schedule 13D filed by Micro Cap Partners, L.P. with the SEC on
      February 14, 2002. Includes 1,215,730 shares issuable upon exercise of
      immediately exercisable warrants and conversion of preferred stock owned
      by Micro Cap Partners, L.P. Palo Alto Investors is an investment advisor
      registered with the SEC and is the general partner of and investment
      advisor to Micro Cap Partners and other investment limited partnerships.
      The sole manager of Palo Alto Investors, LLC is Palo Alto Investors
      corporation. William Leland Edwards is the President and controlling
      shareholder of Palo Alto Investors corporation and the principal member of
      Palo Alto Investors. Palo Alto Investors has shared power to vote and
      shared dispositive power with respect to all of the shares reported.

 (13) Based on a Schedule 13D/A filed by Jotter Technologies, Inc. with the SEC
      on June 15, 2001. Jotter Technologies shares are subject to a voting
      agreement between RMS Limited Partnership and Jotter Technologies whereby
      Jotter Technologies agrees to vote such shares as directed by RMS. Jotter
      Technologies has sole power to dispose of its shares.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      On November 13, 2000, Jeffrey P. Anthony, our former President and Chief
Executive Officer and a former director, James W. Shepperd, our Chief Financial
Officer and RMS Limited Partnership, a beneficial owner of more than 10% of our
common stock, entered into loan agreements with us for an aggregate principal
amount of $1,050,000. Both Messrs. Anthony and Shepperd agreed to loan $25,000
to us, and RMS agreed to loan $1,000,000 to us. Mr. Anthony advanced an
additional $5,000 to us in April 2001. Under the terms of the bridge financing,
each of these lenders could elect to participate in the financing by

                                       10

<PAGE>

electing to receive Series E preferred stock and warrants in payment of their
respective loans on the same terms and conditions offered to other purchasers in
the financing. Messrs. Anthony and Shepperd and RMS did not elect to participate
in the financing. Proceeds from the financing were used in part to repay the
bridge loans. In addition, in connection with the financing, RMS agreed to
extend its $1,000,000 bridge note and accrued interest for an additional twelve
months and we agreed to apply 50% of any proceeds received from the exercise of
Series A and Series B warrants issued in the financing towards principal and
interest payments of the RMS note during the extension period.

     Glenn L. Argenbright, our Chief Executive Officer, President and Chairman
of the Board, served as President and Chief Executive Officer of Jotter from
December 1999 until June 2001. Steven M. Oyer, a director, is currently a
director of Jotter. Robert Smibert, a director, jointly with his spouse owns
approximately 25% of Jotter's common stock.

     Mr. Argenbright purchased 32 shares of Series E preferred stock and a
Series A warrant to purchase 4,572 shares of our common stock in the financing
for an aggregate purchase price of $6,400. Margaret Argenbright, Mr.
Argenbright's mother, purchased 50 shares of our Series E preferred stock and a
Series A warrant to purchase 7,143 shares of common stock in the financing for
an aggregate purchase price of $10,000. Messrs. Argenbright and Oyer are both
directors of Spotlight Interactive, Inc., which purchased 375 shares of our
Series E preferred stock and a Series A warrant to purchase 53,572 shares of our
common stock in the financing for an aggregate purchase price of $75,000. In
addition, Ken Wilton, Chairman of the Board of Jotter, purchased 135 shares of
our Series E preferred stock and a Series A warrant to purchase 19,286 shares of
our common stock for an aggregate purchase price of $27,000.

                                       11

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this amendment
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                                   SAFLINK CORPORATION

Date: April 30, 2002

                                                  By: /s/ Glenn L. Argenbright
                                                      --------------------------
                                                         Glenn L. Argenbright
                                                      President, Chief Executive
                                                         Officer and Director

                                       12