UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C.  20549
 
 
 FORM
10-Q
 
 (Mark
One)
 [X]  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
 For
the quarterly period ended April 30,
2009
 
 OR
 
 [  ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
 For
the transition period from ______ to ______
 
 Commission
File Number: 000-51263
 
 iDcentrix,
Inc.
 (Exact
Name of Registrant as Specified in Its Charter)
 
 
 Nevada
                (State
      or Other Jurisdiction of Incorporation or
                Organization)
              
              20-4650531
                (I.R.S.
      Employer Identification No.)444
      N. Nash Street
                El
      Segundo, California
                (Address
      of Principal Executive Offices)
              
              90245
                (Zip
      Code)
 
 (310)
321-5566
 (Registrant’s
Telephone Number, Including Area Code)
 
 ___________________________________________________________________________
 (Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
 
 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  TNo   ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):
 
 Large
      accelerated filer
               ̈
              
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              
              Smaller
      reporting company
              ý
  
  
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   ̈   No  T
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes   ̈   No
 ̈
 
 At June
10, 2009, there were 32,242,000 shares of common stock, par value $0.00001,
outstanding.
 
  
  TABLE
OF CONTENTS
 
 PagePart
      I – Financial Information
                  2Item
      1.
                  Financial
      Statements
                  2Condensed
      Consolidated Balance Sheets as of April 30, 2009 (Unaudited) and January
      31, 2009
                  2Condensed
      Consolidated Statements of Operations for the Three Months Ended April 30,
      2009 and 2008 and for the Cumulative Period January 3, 2007 (Inception) to
      April 30, 2009 (Unaudited)
                  3Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended April 30,
      2009 and 2008 and for the Cumulative Period January 3, 2007 (Inception) to
      April 30, 2009 (Unaudited)
                  4Condensed
      Consolidated Statement of Stockholders’ Equity (Deficiency) for the Period
      from January 3, 2007 (Inception) to April 30, 2009
    (Unaudited)
                  5Notes
      to Condensed Consolidated Financial Statements for the Three Months Ended
      April 30, 2009 and 2008 (Unaudited)
                  7Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and
                    Results
      of Operations
                  15Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  17Item
      4.
                  Controls
      and Procedures
                  17Item
      4T.
                  Controls
      and Procedures
                  20Part
      II – Other Information
                  20Item
      1.
                  Legal
      Proceedings
                  20Item
      1A.
                  Risk
      Factors
                  20Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  20Item
      3.
                  Defaults
      Upon Senior Securities
                  20Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  20Item
      5.
                  Other
      Information
                  20Item
      6.
                  Exhibits
                  21Signatures
                  22
 
  -i-
  Forward-Looking
Statements
 
 This
report on Form 10-Q may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which are intended to be covered by the safe harbors created
thereby. Forward-looking statements are not historical facts but instead
represent only our belief regarding future events, many of which, by their
nature, are inherently uncertain and outside of our control.  These
statements include statements other than historical information or statements of
current conditions and may relate to our future plans, operations and objectives
and results, among other things, our plans to develop and implement a strategic
marketing plan and enhance our product offerings, our expectations with respect
to the future contributions of recently hired employees and our plans to hire
additional marketing and technical employees, our plans to consider possible
acquisitions, statements with respect to our beliefs with respect to growth in
the market for security cards and other security-related technology, statements
with respect to our expectations or beliefs with respect to future competition,
statements with respect to our plans and expectations about research and
development and statements concerning our need for and ability to attract
additional capital.  We have no duty to update these
statements.  Actual future events, circumstances, performance and
trends could materially differ from those set forth in these statements due to
various factors, including the risks, uncertainties and other factors discussed
in Item 1A “Risk Factors” of Part I of our Annual Report to the Securities and
Exchange Commission on Form 10-K for the year ended January 31, 2009, and in
Part I, Item 2 “Management’s Discussion and Results of Operations” and Part II,
Item 1A “Risk Factors”, if any, of this Quarterly Report on Form
10-Q.
  We
expressly qualify in their entirety all forward-looking statements attributable
to us or any person acting on our behalf by the cautionary statements contained
or referred to in this section.
 
  1
  PART
I. FINANCIAL INFORMATION
 
 Item
1.  Financial Statements
 
 IDCENTRIX
 (A
Development Stage Company)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 April
      30,
                                                  2009
                                                
                                                
                                                January
      31,
                                                  2009(Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                
                                                $
                                                132,355
                                                
                                                
                                                $
                                                275,082Prepaid
      expenses
                                                
                                                
                                                15,675
                                                
                                                
                                                
                                                21,430Total
      current assets
                                                
                                                
                                                148,030
                                                
                                                
                                                
                                                296,512Property
      and equipment, net
                                                
                                                
                                                22,109
                                                
                                                
                                                
                                                24,309Security
      deposits
                                                
                                                
                                                -
                                                
                                                
                                                
                                                4,730Total
      Assets
                                                
                                                $
                                                170,139
                                                
                                                
                                                $
                                                325,551LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIENCY)Current
      LiabilitiesAccounts
      payable
                                                
                                                $
                                                164,223
                                                
                                                
                                                $
                                                186,080Accrued
      expenses
                                                
                                                
                                                43,624
                                                
                                                
                                                
                                                41,026Total
      liabilities
                                                
                                                
                                                207,847
                                                
                                                
                                                
                                                227,106Commitments
      and contingenciesStockholders’
      equity (deficiency)Common
      stock, $0.00001 par value, 100,000,000 shares authorized;
                                                  32,242,000 shares issued and outstanding at April 30, 2009
      andJanuary
      31, 2009
                                                
                                                
                                                322
                                                
                                                
                                                
                                                322Additional
      paid-in capital
                                                
                                                
                                                3,980,591
                                                
                                                
                                                
                                                3,910,474Deficit
      accumulated during the development stage
                                                
                                                
                                                (4,018,621
                                                )
                                                
                                                
                                                (3,812,351
                                                )Total
      Stockholders’ Equity (Deficiency)
                                                
                                                
                                                (37,708
                                                )
                                                
                                                
                                                98,445Total
      Liabilities and Stockholders’ Equity (Deficiency)
                                                
                                                $
                                                170,139
                                                
                                                
                                                $
                                                325,551
 
 See
accompanying notes to condensed consolidated financial statements.
 
  2
   
  IDCENTRIX
 (A
Development Stage Company)
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
 CumulativePeriod
      FromInception(January
      3,Three
      Months Ended
                                            
                                            
                                            2007)
      toApril
      30,
                                            
                                            
                                            April
      30,2009
                                            
                                            
                                            2008
                                            
                                            
                                            2009Revenue
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Operating
      ExpensesSelling,
      general and administrative
                                            
                                            
                                            206,603
                                            
                                            
                                            
                                            626,745
                                            
                                            
                                            
                                            3,839,121Research
      and development
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            40,096Impairment
      of sublicensing agreements
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            171,000206,603
                                            
                                            
                                            
                                            626,745
                                            
                                            
                                            
                                            4,050,217Loss
      from Operations
                                            
                                            
                                            (206,603
                                            )
                                            
                                            
                                            (626,745
                                            )
                                            
                                            
                                            (4,050,217
                                            )Interest
      Income
                                            
                                            
                                            333
                                            
                                            
                                            
                                            13,637
                                            
                                            
                                            
                                            31,596Net
      Loss
                                            
                                            $
                                            (206,270
                                            )
                                            
                                            $
                                            (613,108
                                            )
                                            
                                            $
                                            (4,018,621
                                            )Basic
      and diluted net loss per common share
                                            
                                            $
                                            (0.01
                                            )
                                            
                                            $
                                            (0.02
                                            )Weighted
      average number of common
                                              shares
      outstanding
                                            
                                            
                                            31,896,674
                                            
                                            
                                            
                                            31,752,667
 
 
 
 
 
 
 See
accompanying notes to condensed consolidated financial statements.
 
  
   3
  IDCENTRIX
 (A  Development
Stage Company)
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 CumulativePeriod
      FromInception(January
      3,Three
      Months Ended
                                                            
                                                            
                                                            2007)
      toApril
      30,
                                                            
                                                            
                                                            April
      30,2009
                                                            
                                                            
                                                            2008
                                                            
                                                            
                                                            2009Cash
      Flows from Operating ActivitiesNet
      loss
                                                            
                                                            $
                                                            (206,270
                                                            )
                                                            
                                                            $
                                                            (613,108
                                                            )
                                                            
                                                            $
                                                            (4,018,621
                                                            )Adjustment
      to reconcile net loss to net cash used inoperating
      activities:Depreciation
      and amortization
                                                            
                                                            
                                                            2,200
                                                            
                                                            
                                                            
                                                            9,273
                                                            
                                                            
                                                            
                                                            69,281Fair
      value of vested stock options
                                                            
                                                            
                                                            43,117
                                                            
                                                            
                                                            
                                                            13,331
                                                            
                                                            
                                                            
                                                            221,025Fair
      value of restricted stock issuances
                                                            
                                                            
                                                            27,000
                                                            
                                                            
                                                            
                                                            27,000
                                                            
                                                            
                                                            
                                                            448,500Fair
      value of stock issued to employee
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            50,000Impairment
      of sublicensing agreements
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            171,000Changes
      in operating assets and liabilitiesPrepaid
      expenses and security deposits
                                                            
                                                            
                                                            10,485
                                                            
                                                            
                                                            
                                                            (23,053
                                                            )
                                                            
                                                            
                                                            (14,146
                                                            )Accounts
      payable
                                                            
                                                            
                                                            (21,857
                                                            )
                                                            
                                                            
                                                            (466,852
                                                            )
                                                            
                                                            
                                                            107,362Accrued
      expenses
                                                            
                                                            
                                                            2,598
                                                            
                                                            
                                                            
                                                            73,496
                                                            
                                                            
                                                            
                                                            42,095Net
      cash used in operating activities
                                                            
                                                            
                                                            (142,727
                                                            )
                                                            
                                                            
                                                            (979,913
                                                            )
                                                            
                                                            
                                                            (2,923,504
                                                            )Cash
      Flows from Investing ActivitiesNet
      cash received in reverse merger with Sterling Gold
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            503,055Purchase
      of property and equipment
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (34,390
                                                            )Net
      cash provided by investing activities
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            468,665Cash
      Flows from Financing ActivitiesNet
      proceeds from issuance of common stock
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            372,492
                                                            
                                                            
                                                            
                                                            2,587,194Net
      cash provided by financing activities
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            372,492
                                                            
                                                            
                                                            
                                                            2,587,194Net
      (decrease) increase in cash
                                                            
                                                            
                                                            (142,727
                                                            )
                                                            
                                                            
                                                            (607,421
                                                            )
                                                            
                                                            
                                                            132,355Cash
      and Cash Equivalents, Beginning of Period
                                                            
                                                            
                                                            275,082
                                                            
                                                            
                                                            
                                                            2,117,091
                                                            
                                                            
                                                            
                                                            -Cash
      and Cash Equivalents, End of Period
                                                            
                                                            $
                                                            132,355
                                                            
                                                            
                                                            $
                                                            1,509,670
                                                            
                                                            
                                                            $
                                                            132,355Supplemental
      non cash investing and financing activities:Issuance
      of common stock for sublicense agreement
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            228,000
 
 See
accompanying notes to condensed consolidated financial
statements.
  4
  IDCENTRIX
 (A
Development Stage Enterprise)
 
 CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficiency)
 FOR
THE PERIOD JANUARY 3, 2007 (INCEPTION) TO APRIL 30, 2009
(Unaudited)
 
 AdditionalCommon
      Stock
                  
                  
                  Paid-in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  TotalBalance,
      January 3, 2007
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (40,000
                  )
                  
                  
                  (40,000
                  )Balance,
      January 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (40,000
                  )
                  
                  
                  (40,000
                  )Private
      placements of common stock,
                    net
      of offering costsShares
      issued at $0.10 per share
                  
                  
                  3,400,000
                  
                  
                  
                  34
                  
                  
                  
                  310,310
                  
                  
                  
                  -
                  
                  
                  
                  310,344Shares
      issued at $0.30 per share
                  
                  
                  1,100,000
                  
                  
                  
                  11
                  
                  
                  
                  301,186
                  
                  
                  
                  -
                  
                  
                  
                  301,197Shares
      issued at $0.75 per share
                  
                  
                  2,342,000
                  
                  
                  
                  23
                  
                  
                  
                  1,603,138
                  
                  
                  
                  -
                  
                  
                  
                  1,603,161Fair
      value of vested stock options
                    issued
      to employees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  68,478
                  
                  
                  
                  -
                  
                  
                  
                  68,478Fair
      value of vesting of restricted stock
                    issuance
      to directors ($0.75 per share)
                  
                  
                  920,000
                  
                  
                  
                  9
                  
                  
                  
                  313,491
                  
                  
                  
                  -
                  
                  
                  
                  313,500Fair
      value of stock issued to employee
                    ($0.10
      per share)
                  
                  
                  500,000
                  
                  
                  
                  5
                  
                  
                  
                  49,995
                  
                  
                  
                  -
                  
                  
                  
                  50,000Fair
      value of common stock issued in
                    exchange
      for sublicense (A)
                  
                  
                  10,000,000
                  
                  
                  
                  100
                  
                  
                  
                  227,900
                  
                  
                  
                  -
                  
                  
                  
                  228,000Shares
      issued pursuant to share exchange
                    with
      Sterling Gold Corp. ($0.04 per share)
                  
                  
                  13,480,000
                  
                  
                  
                  135
                  
                  
                  
                  446,059
                  
                  
                  
                  
                  
                  
                  
                  446,194Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,675,396
                  )
                  
                  
                  (1,675,396
                  )Balance,
      January 31, 2008
                  
                  
                  31,742,000
                  
                  
                  
                  317
                  
                  
                  
                  3,320,557
                  
                  
                  
                  (1,715,396
                  )
                  
                  
                  1,605,478Private
      placement of common stock, net of
                    offering
      costs at $0.75 per share
                  
                  
                  500,000
                  
                  
                  
                  5
                  
                  
                  
                  372,487
                  
                  
                  
                  -
                  
                  
                  
                  372,492Fair
      value of vested stock options issued
                    to
      employees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  109,430
                  
                  
                  
                  -
                  
                  
                  
                  109,430Fair
      value of vesting of restricted stock
                    issuances
      to directors ($0.75 per share)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  108,000
                  
                  
                  
                  -
                  
                  
                  
                  108,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,096,955
                  )
                  
                  
                  (2,096,955
                  )
  5
  
 Balance,
      January 31, 2009
                  
                  
                  32,242,000
                  
                  
                  
                  322
                  
                  
                  
                  3,910,474
                  
                  
                  
                  (3,812,351
                  )
                  
                  
                  98,445Fair
      value of vested stock options issued
                    to
      employees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  43,117
                  
                  
                  
                  -
                  
                  
                  
                  43,117Fair
      value of vesting of restricted stock
                    issuances
      to directors ($0.75 per share)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,000
                  
                  
                  
                  -
                  
                  
                  
                  27,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (206,270
                  )
                  
                  
                  (206,270
                  )Balance,
      April 30, 2009
                  
                  
                  32,242,000
                  
                  
                  $
                  322
                  
                  
                  $
                  3,980,591
                  
                  
                  $
                  (4,018,621
                  )
                  
                  $
                  (37,708
                  )
 
 (A) - 3.5
million shares were valued at $0.065 per share and 6.5 million shares were
valued at nil.
 
 
 See
accompanying notes to condensed consolidated financial statements.
 
  6
   IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
   NOTE 1
–DESCRIPTION OF THE BUSINESS
 
 iDcentrix
(the “Company”) was incorporated in Delaware in January of 2007. The Company is
in the business of producing hi-tech security identification solutions.
Substantially all of the efforts of the Company are devoted to these business
activities. The Company is a development stage company as defined by Statement
of Financial Accounting Standards (SFAS) No. 7, "Accounting and Reporting by
Development Stage Enterprises." All losses accumulated since the inception of
the Company will be considered as part of the Company's development stage
activities. The Company has generated no revenue. The ability of the Company to
carry out its business plan rests with its ability to secure equity and other
financing. Sterling Gold Corp. was incorporated in January of 2004.
  On
January 31, 2008, the Company consummated a Share Exchange Agreement with
Sterling Gold Corp. Pursuant to the terms of the Share Exchange Agreement all of
the issued and outstanding common shares of iDcentrix were exchanged on a
one-for–one basis for common shares of Sterling Gold Corp. The acquisition was
accounted for as a reverse merger (recapitalization) with iDcentrix deemed to be
the accounting acquirer and Sterling Gold deemed to be the legal acquirer. As
such, the consolidated financial statements herein reflect the historical
activity of iDcentrix since its inception, and the historical stockholders’
equity of iDcentrix has been retroactively restated for the equivalent number of
shares received in the exchange after giving effect to any differences in the
par value offset to paid in capital. Prior to the share exchange iDcentrix had
18,762,000 shares of common stock issued and outstanding and Sterling Gold had
13,480,000 shares of common stock issued and outstanding.  Each share
of iDcentrix common stock was exchanged for one share of Sterling Gold common
stock.  For accounting purposes, iDcentrix was deemed to have issued
13,480,000 shares of its common stock to the former Sterling Gold
shareholders.  Accordingly, after the share exchange there was a total
of 32,242,000 shares of common stock issued and outstanding.  Upon the
exchange, the Company reflected the receipt of Sterling Gold’s net assets,
including $503,055 of cash less the costs of the reverse merger of approximately
$59,000, as an adjustment to paid-in capital.
  NOTE 2
–SIGNIFICANT ACCOUNTING POLICIES
  Principles of
Consolidation
 
 The
accompanying condensed consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary, IDCX Co. Intercompany transactions
have been eliminated in consolidation.
 
 Basis of Presentation and
Going Concern
 
 In the
opinion of management, the accompanying (a) consolidated balance sheet as of
January 31, 2009, which has been derived from audited financial statements, and
(b) the unaudited interim condensed consolidated financial statements for the
three months ended April 30, 2009 and 2008 include all adjustments (consisting
of normal recurring accruals) which management considers necessary to present
fairly the consolidated financial position of the Company as of April 30, 2009,
the results of its consolidated operations for the three months ended April 30,
2009 and 2008, and its consolidated cash flows for the three months ended April
30, 2009 and 2008 in conformity with accounting principles generally accepted in
the United States.
 
 These
condensed consolidated financial statements have been prepared consistently with
the accounting policies described in the Company’s Annual Report on Form 10-K
for the year ended January 31, 2009, as filed with the Securities and Exchange
Commission on May 15, 2009 which should be read in conjunction with this
Quarterly Report on Form 10-Q. The notes from the condensed consolidated
financial statements for 2009 are incorporated by reference from the Notes to
Consolidated Financial Statements as of January 31, 2009 as described in the
Company’s Annual Report on Form 10-K for the year ended January 31, 2009. The
results of operations for the three months ended April 30, 2009 are not
necessarily indicative of the consolidated results of operations to be expected
for the full fiscal year ending January 31, 2010. The following unaudited
condensed consolidated financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange
Commission.
  7
 IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
  Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information not misleading.
 
 The
accompanying condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. This basis of
accounting contemplates the recovery of the Company’s assets and the
satisfaction of its liabilities. Since inception, the Company has been engaged
in organizational activities, sales and marketing activities to create market
awareness of its products, and obtaining financing. Through April 30, 2009, the
Company has incurred accumulated losses of approximately $4 million and it
currently has only limited cash on hand.
  The
Company’s ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital and to ultimately achieve profitable
operations. The Company’s consolidated financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
 
 At April
30, 2009, the Company had not yet commenced any revenue-generating operations.
All activity through April 30, 2009 has been related to the Company’s formation,
capital raising efforts and sales and marketing activities. As such, the Company
has yet to generate any cash flows from operations, and has been dependent on
equity funding from both related and unrelated parties to finance its
operations.
  The
Company does not have sufficient resources to fund its operations for the next
twelve months.  The Company estimates that it would require minimum
funding in fiscal 2010 of approximately $1 million in order to continue to
operate. The Company has been actively seeking additional funding in order to
meet its financing requirements.  However, due to unfavorable
conditions in the capital markets, and the Company’s failure, to date, to
generate revenues from operations, the Company’s efforts to secure additional
sources of equity have been unsuccessful.  At this point, the Company
does not anticipate that it will be able to raise additional capital or generate
any revenue from operations in the near term.  Accordingly, on June
16, 2009, the Board of Directors determined that the Company should cease the
active pursuit of its business plan.  The Board will also consider the
possibility of a sale of the Company.  No agreement has been reached
for the sale of the Company and no assurance can be given that a sale of the
Company can be accomplished on acceptable terms, or at all.
 
 Use of
Estimates
 
 The
preparation of condensed consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the condensed
consolidated financial statements, and the reported revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 Equity Based
Compensation
  The
Company periodically issues restricted stock, stock options and warrants to
employees and non-employees in non-capital raising transactions for services and
for financing costs. The Company uses the modified prospective method in which
compensation cost is recognized beginning with the effective date (a) based on
the requirements of SFAS No. 123R for all share-based payments granted after the
effective date and (b) based on the requirements of SFAS No. 123R for all awards
granted to employees prior to the effective date of SFAS No. 123R that remain
unvested on the effective date. The Company accounts for stock option and
warrant grants issued and vesting to non-employees in accordance with EITF No.
96-18: "Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and
EITF No. 00-18 “Accounting Recognition for Certain Transactions involving Equity
Instruments Granted to Other Than Employees”
  8
 IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
  whereas
the value of the stock compensation is based upon the measurement date as
determined at either a) the date at which a performance commitment is reached,
or b) at the date at which the necessary performance to earn the equity
instruments is complete.
 
 Loss per common
share
 
 Basic
loss per share is calculated by dividing net loss by the weighted average number
of common shares outstanding during the period.
 
 Diluted
loss per share is calculated assuming the issuance of common shares, if
dilutive, resulting from the exercise of stock options and warrants. At April
30, 2009 and 2008, potentially dilutive securities consisted of outstanding
common stock options to acquire an aggregate of 1,326,000 and 1,110,000 shares
respectively, and 12,375,000 warrants to acquire 6,187,000 shares. Since the
Company reported a net loss for the three months ended April 30, 2009 and 2008,
these potentially dilutive common shares were excluded from the diluted loss per
share calculation because they were anti-dilutive.
 
 Fair Values of Financial
Instruments
 
 Fair
Value Measurements are determined by the Company's adoption of SFAS No. 157,
"Fair Value Measurements" ("SFAS 157") as of February 1, 2008, with the
exception of the application of the statement to non-recurring, non-financial
assets and liabilities as permitted. The adoption of SFAS 157 did not have a
material impact on the Company's fair value measurements.
 
 SFAS 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants at the
measurement date. SFAS 157 establishes a fair value hierarchy, which prioritizes
the inputs used in measuring fair value into three broad levels as
follows:
 
 Level
      1-Quoted prices in active markets for identical assets or
      liabilities.Level
      2-Inputs, other than the quoted prices in active markets, that are
      observable either directly or
indirectly.
 Level
      3-Unobservable inputs based on the Company's
  assumptions.
 
 SFAS 157
requires the use of observable market data if such data is available without
undue cost and effort.
 
 Registration Payment
Arrangements
 
 The
Company accounts for registration payment arrangements under Financial
Accounting Standards Board (FASB) Staff Position EITF 00-19-2, “Accounting for
Registration Payment Arrangements” (“FSP EITF 00-19-2”). FSP EITF 00-19-2
specifies that the contingent obligation to make future payments under a
registration payment arrangement should be separately recognized and measured in
accordance with SFAS No. 5, “Accounting for Contingencies.” FSP EITF 00-19-2 was
issued in December 2006. Early adoption of FSP EITF 00-19-2 is permitted and the
Company adopted FSP EITF 00-19-2 effective January 3, 2007.  At April
30, 2009 and January 31, 2009, the Company has no accrued estimated penalty.
(see Note 3)
 
 Recent Accounting
Pronouncements
 
 References
to the “FASB” and “SFAS” herein refer to the “Financial Accounting Standards
Board” and “Statement of Financial Accounting Standards”,
respectively.
   9
 IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
  In
December 2007, Financial Accounting Standards Board (FASB) Statement 141R,
“Business Combinations (revised 2007)” (SFAS 141R”) was issued.  SFAS
141R replaces SFAS 141 “Business Combinations”.  SFAS 141R requires
the acquirer of a business to recognize and measure the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at fair value. SFAS 141R also requires transactions costs related to
the business combination to be expensed as incurred. SFAS 141R applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.  The effective date, as well as the adoption date
for the Company was February 1, 2009.  Although SFAS 141R may impact
our reporting in future financial periods, we have determined that the standard
did not have any impact on our historical consolidated financial statements at
the time of adoption.
 
 In April
2008 the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of
the Useful Life of Intangible Assets” (“FSP 142-3”), which amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS
142.  This pronouncement requires enhanced disclosures concerning a
company’s treatment of costs incurred to renew or extend the term of a
recognized intangible asset. FST 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008.  The
effective date, as well as the adoption date for the Company was February 1,
2009.  Although FSP 142-3 may impact our reporting in future financial
periods, we have determined that the standard did not have any impact on our
historical consolidated financial statements at the time of
adoption.
 
 In April
2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies.”
FSP No. FAS 141(R)-1 amends and clarifies FASB Statement No. 141(R), to
address application issues raised on initial recognition and measurement,
subsequent measurement and accounting and disclosure of assets and liabilities
arising from contingencies in a business combination. FSP No. FAS 141(R)-1 is
effective for the first annual reporting period on or after December 31,
2008. The impact of FSP No. FAS 141(R)-1 on the
Company’s  consolidated financial statements will depend on the number
and size of acquisition transactions, if any, engaged in by the
company.
 
 In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about
Fair Value of Financial Instruments” (FSP FAS 107-1 and APB 28-1). FSP FAS 107-1
and APB 28-1 amend SFAS No. 107, “Disclosures About Fair Value of Financial
Instruments”, to require disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in annual
financial statements. FSP FAS 107-1 and APB 28-1 also amend APB Opinion No.
28, “Interim Financial
Reporting”, to require those disclosures in summarized financial information at
interim reporting periods. FSP FAS 107-1 and APB 28-1 are effective for interim
reporting periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009. FSP FAS 107-1 and APB 28-1 does not require
disclosures for earlier periods presented for comparative purposes at initial
adoption. In periods after initial adoption, FSP FAS 107-1 and APB 28-1 requires
comparative disclosures only for periods ending after initial adoption. The
Company does not expect the changes associated with adoption of FSP FAS 107-1
and APB 28-1 will have a material effect on its financial statements and
disclosures.
  Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company's present or future
consolidated financial statements.
 
 Reclassification
 
 In
presenting the Company’s statement of operations for the year ended January 31,
2009 and for the period from January 3, 2007 (inception) to January 31, 2009,
the Company presented the impairment of its sublicenses of $171,000 as a
component of other income.  In computing the cumulative loss since
inception for the period January 3, 2007 (inception) to April 30, 2009, the
Company has reclassified the impairment of the sublicenses of $171,000 to loss
from operations.
 
  10
 IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
  
 NOTE 3 –
SUBLICENSE AGREEMENT
  The
Company entered into a sublicensing agreement (“Canadian Sublicensing
Agreement”) with Fortress Identification Cards, Ltd. (“Fortress”) on April 25,
2007 whereby the Company licensed certain patents and security card intellectual
property, on a royalty free basis, in exchange for 3,500,000 shares of the
Company’s common stock. The Canadian Sublicensing Agreement was valued at
$228,000 based on management’s assessment which involved obtaining an
independent valuation. The sublicensing agreement consists of the exclusive
utilization of the intellectual property associated with Landqart AG’s security
cards for the territory of Canada, and the term of the agreement shall be
through the expiration of the final patent licensed under this
agreement.
  On
January 31, 2008, the Company entered into an additional sublicensing agreement
(“Worldwide Sublicensing Agreement”) with Fortress. Under the terms of this
additional sublicensing agreement, the Company received a license for the same
patents and security card intellectual property as described in the Canadian
Sublicense Agreement on a royalty free basis, in exchange for 6,500,000 shares
of the Company’s common stock. This Worldwide Sublicensing Agreement provides
exclusive access to the intellectual property in the United States and Mexico
and non-exclusive access to the intellectual property in the rest of the world
(excluding Switzerland and Africa). The term of this agreement shall be through
the expiration of the final patent licensed under this agreement. At the time of
the agreement Fortress was deemed to be a related party and significant
shareholder based upon its ownership percentage in the Company both before and
after the transaction. As a result, the Company has valued this sublicense
agreement using the Fortress’ carrying value, which was nil.
 
 In
conjunction with the Canadian and Worldwide Sublicensing Agreements, the Company
also signed a Registration Rights Agreement with Fortress. Per such agreement,
the Company is required to register Fortress’s common shares of the Company in
2,500,000 increments, with (a) the registration statement for such initial
tranche required to be filed no later than ninety (90) days subsequent to the
effective date of the Exchange Agreement, and (b) the Company is required to use
its best efforts to have the registration statement effective no later than one
hundred eighty (180) days subsequent to the effective date of the Exchange
Agreement. Additionally, Fortress is permitted to request future registrations
for its remaining shares in 2,500,000 share tranches on each anniversary
relative to the initial registered tranche.
  In the
event that the Company does not (a) meet any of the registration deadlines
discussed above, (b) does not maintain the effectiveness of a previously filed
registration statement as required under this agreement or (c) does not meet
other requirements discussed in the agreement, then the Company must pay damages
to Fortress as defined in the agreement. The registration rights agreement
requires the payment of liquidated damages to Fortress calculated as the total
Transfer Restricted Shares multiplied by $0.75 multiplied by the sum of the
prime rate (as defined by the Royal Bank of Canada) plus 5% per annum applied to
the number of days delinquent in the filing. On April 25, 2008, a waiver of the
potential liability for failure to timely file a registration statement covering
the registration of the initial tranche of common stock was obtained from
Fortress. The waiver was effective from May 1, 2008 to May 15, 2008 and the
Company filed the initial registration statement on May 15, 2008.  The
registration statement was declared effective by the SEC on October 23,
2008.  On May 26, 2009, Fortress agreed to temporarily waive the
requirement to register the next tranche of shares until at least July 31,
2009.  Thereafter, Fortress retains the right to require the Company
to register the shares upon 30 days notice.  Accordingly, no penalty
has been  recorded for the failure to maintain the effectiveness of
the previous registration statement or the requirement to file future
registrations.
 
 As of
January 31, 2009, the Company evaluated its sublicense agreement and determined
that the future undiscounted net cash flows was less than the carrying amount of
the asset and recognized an impairment loss equal to the remaining book value of
the sublicense.   For the three months ended April 30, 2009 and 2008
and for the period January 3, 2007 (inception) to April 30, 2009 the Company
recognized $0, $8,143 and $57,000 of amortization expense
respectively.
  11
 IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
  
 NOTE 4 –
COMMON STOCK
 
 During
the three months ended April 30, 2009, the Company recognized $27,000 of expense
relating to the vesting of shares of common stock covered by restricted stock
awards granted to members of the Company’s board of directors under the Equity
Participation Plan described in Note 5, below.
  NOTE 5 –
OPTIONS AND WARRANTS
  Stock
Options
  On May 1,
2007, the Company adopted the Equity Participation Plan (the “Plan”), which
provides for the issuance of restricted stock, incentive stock options and
nonqualified stock options to key employees, independent directors of, and
consultants to the Company. The Board of Directors administers the Plan,
approves the individuals to whom options will be granted, determines the number
of options to be granted, and sets the term and exercise price of each option.
Generally, the Plan provides for options to be granted at fair market value on
the date of grant. The term of the options granted under the Plan cannot be
greater than ten years, or five years for certain optionees who have certain
level of ownership in the Company. Options granted generally vest twenty-five
(25) percent after one year, with the remaining vesting evenly on each of the
next three years. An aggregate of 3,400,000 shares of common stock has been
reserved for issuance under the plan.
 
 During
the three months ended April 30, 2009, no options were issued to employees or
nonemployees.  For the three months ended April 30, 2009 and 2008 and
for the period January 3, 2007 (inception) to April 30, 2009, the Company
recognized compensation expense related to the fair value of the vested stock
options of $43,117, $13,331 and $221,025 respectively.   As of
January 31, 2009, the aggregate value of unvested options was $54,094, which
will be amortized as compensation expense as the options vest over 13
months.
  Activity
under the Plan for the three months ended April 30, 2009 is as
follows:
  
 Options
                    Outstanding
                  
                  
                  Intrinsic
                    Value
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceOptions
      outstanding at January 31, 2009
                  
                  
                  1,326,000
                  
                  
                  
                  
                  
                  $
                  0.36Granted
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  -Forfeited
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  -Options
      outstanding at April 30, 2009
                  
                  
                  1,326,000
                  
                  
                  
                  -
                  
                  
                  $
                  0.36Options
      exercisable at April 30, 2009
                  
                  
                  1,052,500
                  
                  
                  
                  -
                  
                  
                  $
                  0.35
 
 As of
April 30, 2009, the intrinsic value of all fully vested stock options and all
stock options outstanding was nil.
 
 A summary
of the status of the Company’s non vested options granted under the Company’s
stock option plan as of April 30, 2009 and changes during the three months ended
April 30, 2009 is presented below:
  12
 IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
  
 Nonvested
      Options
                      
                      Options
                      
                      
                      Average
                        Grant
                        Date
      Fair
                        ValueNonvested
      options at January 31, 2009
                      
                      
                      551,000
                      
                      
                      $
                      0.23Granted
                      
                      
                      -
                      
                      
                      
                      -Vesting
                      
                      
                      277,500
                      
                      
                      
                      0.23Forfeited
                      
                      
                      -
                      
                      
                      
                      -Nonvested
      options at April 30, 2009
                      
                      
                      273,500
                      
                      
                      $
                      0.25
 
 
 The
following table summarizes information regarding options outstanding and
exercisable as of April 30, 2009:
  Options
      Outstanding
                                                              
                                                              
                                                              Options
      ExercisableNumber
                                                              
                                                              
                                                              Weighted
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              Number
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              WeightedOutstanding
                                                              
                                                              
                                                              Average
                                                              
                                                              
                                                              Weighted
                                                              
                                                              
                                                              Exercisable
                                                              
                                                              
                                                              Weighted
                                                              
                                                              
                                                              AverageRange
      of
                                                              
                                                              
                                                              as
      of
                                                              
                                                              
                                                              Remaining
                                                              
                                                              
                                                              Average
                                                              
                                                              
                                                              as
      of
                                                              
                                                              
                                                              Average
                                                              
                                                              
                                                              RemainingExercise
                                                              
                                                              
                                                              April
      30,
                                                              
                                                              
                                                              Contractual
                                                              
                                                              
                                                              Exercise
                                                              
                                                              
                                                              April
      30,
                                                              
                                                              
                                                              Exercise
                                                              
                                                              
                                                              ContractualPrices
                                                              
                                                              
                                                              2009
                                                              
                                                              
                                                              Life
                                                              
                                                              
                                                              Price
                                                              
                                                              
                                                              2009
                                                              
                                                              
                                                              Price
                                                              
                                                              
                                                              Life$
                                                              0.12
                                                              
                                                              
                                                              
                                                              216,000
                                                              
                                                              
                                                              
                                                              9.70
                                                              
                                                              
                                                              $
                                                              0.12
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              
                                                              -$
                                                              0.30
                                                              
                                                              
                                                              
                                                              1,000,000
                                                              
                                                              
                                                              
                                                              5.00
                                                              
                                                              
                                                              $
                                                              0.30
                                                              
                                                              
                                                              
                                                              1,000,000
                                                              
                                                              
                                                              $
                                                              0.30
                                                              
                                                              
                                                              
                                                              5.00$
                                                              1.40
                                                              
                                                              
                                                              
                                                              110,000
                                                              
                                                              
                                                              
                                                              9.00
                                                              
                                                              
                                                              $
                                                              1.40
                                                              
                                                              
                                                              
                                                              52,500
                                                              
                                                              
                                                              $
                                                              1.40
                                                              
                                                              
                                                              
                                                              9.00$
                                                              .12-$1.40
                                                              
                                                              
                                                              
                                                              1,326,000
                                                              
                                                              
                                                              
                                                              6.10
                                                              
                                                              
                                                              $
                                                              0.36
                                                              
                                                              
                                                              
                                                              1,052,500
                                                              
                                                              
                                                              $
                                                              0.35
                                                              
                                                              
                                                              
                                                              5.20
 
 Warrants
  As of
April 30, 2009, the Company has 12,375,000 warrants for the issuance of
6,187,500 shares of common stock outstanding, all of which are exercisable at a
price of $0.25 per share. Each warrant is exercisable for a period of five (5)
years from the date of the subscriber’s subscription agreement and will expire
in 2012.
 
 NOTE 7 –
INCOME TAXES
 
 At April
30, 2009, the Company had available Federal and state net operating loss
carryforwards to reduce future taxable income. The amounts available were
approximately $4,644,000 for Federal purposes and $4,221,000 for state purposes.
The Federal carryforward expires in 2029 and the state carryforward expires in
2014. Given the Company’s history of net operating losses, management has
determined that it is more likely than not the Company will not be able to
realize the tax benefit of the carryforwards. Accordingly, the Company has not
recognized a deferred tax asset for this benefit.
 
 SFAS No.
109 requires that a valuation allowance be established when it is more likely
than not that all or a portion of deferred tax assets will not be realized. Due
to restrictions imposed by Internal Revenue Code Section 382 regarding
substantial changes in ownership of companies with loss carry-forwards, the
utilization of the Company’s net operating loss carry-forwards will likely be
limited as a result of cumulative changes in stock ownership.
The
  13
 IDCENTRIX
 
 (A
Development Stage Company)
 
 Notes
to Condensed Consolidated Financial Statements
 For
the Three Months Ended April 30, 2009 and 2008
 and
the Period January 3, 2007 (inception) to April 30, 2009
(Unaudited)
  company
has not recognized a deferred tax asset and, as a result, the change
in stock ownership has not resulted in any changes to valuation
allowances.
 
 Upon the
attainment of taxable income by the Company, management will assess the
likelihood of realizing the tax benefit associated with the use of the
carryforwards and will recognize a deferred tax asset at that
time.
 
 Significant
components of the Company’s deferred income tax assets consist of the following
as of:
 
 April
      30,
                                
                                
                                January
      31,2009
                                
                                
                                2009Deferred
      tax assetNet
      operating loss carryforward
                                
                                $
                                2,006,000
                                
                                
                                $
                                1,827,000Valuation
      allowance
                                
                                
                                (2,006,000
                                )
                                
                                
                                (1,827,000
                                )Net
      deferred income tax asset
                                
                                $
                                -
                                
                                
                                $
                                -
 
 Reconciliation
of effective income tax rate to the U.S. statutory rate is as
follows:
 
 April
      30,
                                  
                                  
                                  April
      30,2009
                                  
                                  
                                  2008Tax
      expense at the U.S. statutory income tax rate
                                  
                                  
                                  (34.00
                                  )%
                                  
                                  
                                  (34.00
                                  )%Increase
      in valuation allowance
                                  
                                  
                                  34.00
                                  %
                                  
                                  
                                  34.00
                                  %Effective
      tax rate
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
 
 Effective
January 3, 2007, the Company adopted Financial Accounting Standards Board
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (“FIN
48”)— an interpretation
of FASB Statement No. 109, Accounting for Income Taxes.” The Interpretation
addresses the determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under
FIN 48, we may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also
provides guidance on derecognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased disclosures.
At the date of adoption, and as of April 30, 2009 and January 31, 2008, the
Company does not have a liability for unrecognized tax benefits.
 
 The
Company files income tax returns in the U.S. federal jurisdiction and various
states. The Company is subject to U.S. federal or state income tax examinations
by tax authorities for five years after 2002. During the periods open to
examination, the Company has net operating loss and tax credit carry
forwards for U.S. federal and state tax purposes that have attributes from
closed periods. Since these NOLs and tax credit carry forwards may
be utilized in future periods, they remain subject to
examination.
  The
Company’s policy is to record interest and penalties on uncertain tax provisions
as income tax expense. As of April 30, 2009, the Company has no accrued interest
or penalties related to uncertain tax positions.
 
  14
  Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation.
  The
following discussion and analysis should be read together with (i) the factors
discussed in Item 1A “Risk Factors” of Part I of our Annual Report to the
Securities and Exchange Commission on Form 10-K for the year ended January 31,
2009, (ii) the factors discussed in Part II, Item 1A “Risk Factors,” if any, of
this Quarterly Report on Form 10-Q and (iii) the financial statements, including
the notes thereto, and the other financial information appearing elsewhere in
this Report.  Period-to-period comparisons of financial data are not
necessarily indicative, and therefore should not be relied upon as indicators,
of the Company’s future performance.  Words or phrases such as
“believe,” “does not believe,” “will,” “may,” “plan,” “estimate,” “anticipate,”
“expect,” “intend” and similar expressions, when used in this Form 10-Q or other
filings with the Securities and Exchange Commission, are intended to identify
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995.
 
 Suspension
of Active Pursuit of Operations
 
 We have
been a start-up, exploration stage corporation and have not generated or
realized any revenues from our business operations.
  To date,
sales and marketing activities have been the focus of our
activities.  We attended domestic and international trade shows,
participated in industry associations, engaged in public relations activities
and entered into partnering agreements with other service
providers.
  As of
April 30, 2009, we had only approximately $132,000 in cash on
hand.  We have made certain cost reductions including (i) personnel
reductions, (ii) our remaining employees agreed to significant salary
reductions, (iii) we relocated our corporate offices to a temporary facility on
a rent free basis, (iv) our board members agreed to waive the cash component of
their compensation, (v) we undertook initiatives to reduce our legal expense,
and (vi) we reduced our travel expense and eliminated our attendance at trade
shows.  As a result of these initiatives, we significantly reduced our
cash expenses.
 
 We have
also attempted to raise additional capital.  However, due to the
continuing unfavorable conditions in the capital markets and our failure to
generate revenues from operations to date, we have been unsuccessful in these
efforts.
 
 On June
16, 2009, in view of the Company’s extremely limited cash resources, its
continuing inability to secure additional funding and its continuing lack of
success in generating revenues from operations, the Board of Directors
determined that the Company should suspend the active pursuit of its business
operations and further reduce its expenses.  Accordingly, the Company
has terminated the services of all of its employees except for Ms. Dubois, its
President and Chief Executive Officer (whose compensation had previously been
significantly reduced), and Mr. Fractor, its Chief Financial Officer and
Treasurer, who will continue to serve in a part-time capacity at a reduced rate
of compensation.  The Board has authorized Ms. Dubois and Mr. Fractor
to attempt to settle the Company’s remaining obligations and to pursue the
possibility of a sale of the Company.  No agreement has been reached
for the sale of the Company and no assurance can be given that any such
agreement will be reached upon acceptable terms, or at all.  If a sale
is consummated, there can be no assurance that it will result in a meaningful
return to shareholders.
 
 Results
of Operations
 
 Three
Months Ended April 30, 2009 Compared to the Three Months Ended April 30,
2008
 
 For the
three months ended April 30, 2009, the Company incurred a loss of approximately
$206,000, or $0.01 per share basic and diluted, compared to a loss of
approximately $613,000, or $0.02 per share basic and diluted in the same period
of the prior year.  The reduction in the net loss was due to
reductions in compensation, occupancy costs, legal expenses, reductions in
outside board member compensation, elimination of trade show attendance and a
reduction in travel expense.
 
 During
the three months ended April 30, 2009, the Company’s three full time employees
agreed to modify the terms of their employment agreements.  These
modifications provided for a significant reduction in base salaries with the
opportunity to earn sales commissions and bonuses based upon gross
profits.  As there was no revenue or gross profits during the three
months ended April 30, 2009, there were no sales commissions or
bonuses.
 
  15
  During
the most recent quarter the Company relocated its corporate
offices.  On an interim basis, the Company’s corporate personnel
utilize certain office space on a rent free basis.  The Company’s
ability to utilize office space on a rent free basis is limited and it will
eventually need to relocate.
 
 Liquidity
and Capital Resources
 
 As of
April 30, 2009, we have not generated any revenue and we have cash on-hand of
approximately $132,000.  Despite the expense reductions mentioned
above, we will not have enough capital resources available to continue operating
through the end of our next fiscal year.  We estimate that we would
require minimum additional funding in fiscal year 2010 of approximately $1
million in order to fund our operations.
 
 During
the second fiscal quarter of 2009, the Company began to seek additional equity
through private placements.  To date, however, due to unfavorable
conditions in the capital markets and our failure to generate revenue from
operations, we have been unsuccessful in raising additional
capital.  Consequently, we do not expect to have sufficient capital to
finance our operations through the end of the current fiscal year and have
determined to suspend the active pursuit of our business plan while scaling back
all operations to conserve cash.  We will also pursue the possibility
of a sale of the Company.
 
 We have
no long-term debt and do not regard long-term borrowing as a good, prospective
source of financing.
 
 Going
Concern
  We
incurred a net loss of approximately $206,000 during the three month period
ended April 30, 2009 and a cumulative net loss of approximately $4 million since
inception.  Accordingly, there is substantial doubt about our ability
to continue as a going concern. Successful completion of our development
programs and our transition to attaining profitable operations was dependent
upon obtaining financing adequate to complete our product development and the
successful market introduction of our product and services.  Given our
inability to raise additional capital or to generate revenues from operations,
we have determined to suspend the active pursuit of our business
operations.  As of April 30, 2009, we had cash on hand of
approximately $132,000 and current liabilities of approximately
$208,000.
 
 Critical
Accounting Policies
  Use
of Estimates
  The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the condensed
consolidated financial statements, and the reported revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
  Equity
Based Compensation
  The
Company periodically issues restricted stock, stock options and warrants to
employees and non-employees in non-capital raising transactions for services and
for financing costs. The Company uses the modified prospective method in which
compensation cost is recognized beginning with the effective date (a) based on
the requirements of SFAS No. 123R for all share-based payments granted after the
effective date and (b) based on the requirements of SFAS No. 123R for all awards
granted to employees prior to the effective date of SFAS No. 123R that remain
unvested on the effective date. The Company accounts for stock option and
warrant grants issued and vesting to non-employees in accordance with EITF No.
96-18: “Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and
EITF No. 00-18: “Accounting Recognition for Certain Transactions involving
Equity Instruments Granted to Other Than Employees” whereas the value of the
stock compensation is based upon the measurement date as determined at either a)
the date at which performance commitment is reached, or b) the date at which the
necessary performance to earn the equity instruments is complete.
 
 Recent
Accounting Pronouncements
 
 References
to the “FASB” and “SFAS” herein refer to the “Financial Accounting Standards
Board” and “Statement of Financial Accounting Standards”,
respectively.
   16
  In
December 2007, Financial Accounting Standards Board (FASB) Statement 141R,
“Business Combinations (revised 2007)” (SFAS 141R”) was issued.  SFAS
141R replaces SFAS 141 “Business Combinations”.  SFAS 141R requires
the acquirer of a business to recognize and measure the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at fair value. SFAS 141R also requires transactions costs related to
the business combination to be expensed as incurred. SFAS 141R applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.  The effective date, as well as the adoption date
for the Company was February 1, 2009.  Although SFAS 141R may impact
our reporting in future financial periods, we have determined that the standard
did not have any impact on our historical consolidated financial statements at
the time of adoption.
 
 In April
2008 the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of
the Useful Life of Intangible Assets” (“FSP 142-3”), which amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS
142.  This pronouncement requires enhanced disclosures concerning a
company’s treatment of costs incurred to renew or extend the term of a
recognized intangible asset. FST 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008.  The
effective date, as well as the adoption date for the Company was February 1,
2009.  Although FSP 142-3 may impact our reporting in future financial
periods, we have determined that the standard did not have any impact on our
historical consolidated financial statements at the time of
adoption.
 
 In April
2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies.”
FSP No. FAS 141(R)-1 amends and clarifies FASB Statement No. 141(R), to
address application issues raised on initial recognition and measurement,
subsequent measurement and accounting and disclosure of assets and liabilities
arising from contingencies in a business combination. FSP No. FAS 141(R)-1 is
effective for the first annual reporting period on or after December 31,
2008. The impact of FSP No. FAS 141(R)-1 on the
Company’s  consolidated financial statements will depend on the number
and size of acquisition transactions, if any, engaged in by the
company.
 
 In
April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures
about Fair Value of Financial Instruments” (FSP FAS 107-1 and APB 28-1). FSP FAS
107-1 and APB 28-1 amend SFAS No. 107, “Disclosures About Fair Value of
Financial Instruments”, to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well
as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amend APB
Opinion No. 28,
“Interim Financial Reporting”, to require those disclosures in summarized
financial information at interim reporting periods. FSP FAS 107-1 and APB 28-1
are effective for interim reporting periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. FSP FAS 107-1
and APB 28-1 does not require disclosures for earlier periods presented for
comparative purposes at initial adoption. In periods after initial adoption, FSP
FAS 107-1 and APB 28-1 requires comparative disclosures only for periods ending
after initial adoption. The Company does not expect the changes associated with
adoption of FSP FAS 107-1 and APB 28-1 will have a material effect on its
financial statements and disclosures.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company's present or future
consolidated financial statements.
  Inflation
 
 We
believe that inflation has not had a material effect on our operations to
date.
 
 Item
3.  Quantitative and Qualitative Disclosures About Market
Risk
  Not
applicable.
  Item
4.  Controls and Procedures
  Management’s
Report on Disclosure Controls and Procedures
  Our
management, including our Chief Executive Officer (“CEO”) and our Chief
Financial Officer (“CFO”), conducted an evaluation of the effectiveness of
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) as of the end of the period covered by this
report.  Disclosure controls and procedures are controls and other
procedures that are designed to ensure that the information we are required to
disclose in our periodic reports filed or submitted
  17
  under the
Exchange Act is (i) recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and (ii) accumulated and
communicated to management, including the CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.
  Based on
the results of this evaluation, and the material weaknesses in our internal
control over financial reporting discussed below, our CEO and CFO concluded that
our disclosure controls and procedures were not effective at the reasonable
assurance level as of April 30, 2009.
  Management’s
Report on Internal Control over Financial Reporting
  Our
management, under the supervision of our CEO and CFO, is responsible for
establishing and maintaining adequate internal control over financial
reporting.  Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with GAAP.
  
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with existing policies or procedures may deteriorate.
  Our CEO
and CFO conducted an assessment of our internal control over financial reporting
as of April 30, 2009 based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).  A material weakness is a deficiency or
a combination of deficiencies in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Company’s annual or interim financial statements will not be prevented or
detected.
  As part
of their assessment, our CEO and CFO evaluated whether the material weaknesses
in internal control over financial reporting previously reported in our Annual
Report on Form 10-K for the fiscal year ended January 31, 2009 continue to
exist.  Although the Company has begun to address its material
weaknesses in internal control over financial reporting, we have not completed
the implementation and testing of the changes in controls and procedures which
we believe are necessary to conclude that all of the material weaknesses have
been remediated.  Accordingly, based upon that assessment, we have
identified the following material weaknesses which continue to exist in our
internal control over financial reporting:
  Lack
of documented internal control system.
  We have a
material weakness due to the lack of a documented and reviewed system of
internal controls.  We have determined that to perform the processes
and remediate this internal control deficiency, we will either need to engage an
internal control consultant or reassign existing personnel.  During
the second quarter of fiscal 2009 we began to change some of our internal
control systems and began to document those changes; however, this process is
on-going and the implementation of policies and procedures may take several
quarters.
  Lack
of segregation of duties.
  We have
limited staff in our corporate offices and, as such, there is a lack of
segregation of duties.  Many functions, including, purchasing,
accounts payable, bank reconciliations and month end closings, are not
adequately segregated.  The lack of a proper segregation of duties can
lead to individuals performing incompatible functions such as signing checks and
preparing bank reconciliations.  During the second quarter of fiscal
2009, we modified certain procedures related to our disbursement program
including the requirement that all checks require two signatures and bank
reconciliations are reviewed by both the CEO and CFO.  During the
third quarter of 2009, we implemented additional controls whereby a
non-management member of our board of directors reviews our monthly bank
reconciliations.  We also strengthened our payroll
procedures.  Due to our limited number of personnel, until such time
as we have additional employees we may require additional oversight from our
board of directors in addressing certain weaknesses related to a proper
segregation of duties.
  Inadequate
disaster recovery program.
   18
  We do not
currently have a comprehensive disaster recovery program.  During the
first quarter of fiscal 2009, we implemented a computer back up solution as a
first step in remediating this weakness.  Our efforts to improve our
disaster recovery program are on-going.
  Lack
of controls over purchasing, accounts payable and disbursements.
  Our
employees are authorized to purchase goods and services and approve the related
invoices for payment without obtaining supervisory approval or pursuant to a
delegation of authority.  Additionally, the same employees are
authorized to sign checks.  This lack of control and lack of
segregation of duties can lead to errors and irregularities.  As
discussed below in “Changes in Internal Control Over Financial Reporting,” we
have implemented a delegation of authority and improved our internal control
procedures related to check signing and bank reconciliation
process.
 
  Lack
of controls over payroll processing.
  Our CEO
and CFO are both authorized to individually initiate and approve our payrolls
and related payroll functions.  Additionally, both individuals have
access to our bank accounts.  The lack of proper controls could allow
each of these individuals to conceal errors and irregularities related to
payroll processing.  During the third quarter of fiscal 2009, we
modified our payroll controls so that the CEO and CFO both receive payroll
reports from our payroll provider thereby providing an opportunity to timely
identify errors and irregularities.
  Our
information technology system lacks appropriate application and general
controls.
  The
application and general controls over our information and technology systems are
not adequate. Our accounting software lacks appropriate controls and most
computer generated reports are reviewed by the author without independent
verification.  To partially compensate for this weakness, the
Company’s board of directors receives monthly financial statements that compare
actual results to budgeted results and variances are analyzed.
  As a
result of the material weaknesses described above, management concluded that, as
of April 30, 2009, we did not maintain effective control over financial
reporting based on the criteria established in Internal Control – Integrated
Framework, issued by COSO.
  Changes
in Internal Control over Financial Reporting
  From its
incorporation in 2004 through January 31, 2008, the Company had minimal
operations and few, if any, full time employees.  In addition, IDCX
Co., which became a wholly-owned subsidiary of the Company on January 31, 2008
through a share exchange, and whose business plan the Company has now adopted,
was a private company prior to the share exchange and was not subject to the
requirements of SOX.
  The
Company’s present directors and management succeeded to those positions on
January 31, 2008 and had no opportunity to plan, implement and evaluate the
Company’s system of internal control over financial reporting prior to assuming
their current positions.  Since January 31, 2008, the Company’s
management has been focused on beginning the implementation of its business plan
and has begun to fully consider the implementation of a system of internal
control appropriate to its level of business and operations.  The
Company has only three full-time employees and one part-time
employee.  The Company intends to develop a system of internal control
over financial reporting appropriate under SOX for a company of its size and
complexity and to remediate the deficiencies that continue to exist as promptly
as reasonably practical.  As described below, we have taken certain
initial steps to begin the remediation process.  However, because this
process is still in its initial stages, and due to our limited personnel
resources and cash availability, we can give no assurance as to when it will be
completed.
  During
the second fiscal quarter of 2009, we began to change some of our internal
control procedures and to document these changes.  We also eliminated
some of the deficiencies relating to our purchasing, disbursement and bank
reconciliation functions, including adding a requirement that all checks require
two signatures and that bank reconciliations be reviewed by our CEO and
CFO.  During the third quarter of fiscal 2009, we engaged a new
payroll service and improved our payroll controls.  We also developed
policies and procedures to improve our internal control over purchasing and
accounts payable and added a requirement that a non-management member of the
board of directors review our monthly bank reconciliations in addition to the
CEO and CFO.  To the extent reasonably possible, we will continue to
seek the advice of outside consultants and internal resources to
implement
  19
  additional
controls; however, due to our lack of capital, we have suspended our efforts to
remediate the deficiencies described above.
  Because
the remedial actions additionally require hiring of personnel, upgrading certain
of our information technology systems, and relying extensively on manual review
and approval, the successful operation of these controls for several quarters
may be required before management may be able to conclude that the material
weaknesses have been remediated.
  Item
4T. Controls and Procedures
  Not
applicable.
 
 PART
II
 OTHER
INFORMATION
 
 
 Item
1.  Legal Proceedings
  We are
not currently involved in any material pending legal proceeding.
  Item
1A.  Risk Factors
  The
following new Risk Factor is added to those set forth in Item 1A “Risk Factors”
of Part I of our Annual Report to the Securities and Exchange Commission on Form
10-K for the year ended January 31, 2009.
 
 The
Company has determined to suspend the active pursuit of its business
operations.
 
 On June
16, 2009, in view of the Company’s extremely limited cash resources, its
continuing inability to secure additional funding and its continuing lack of
success in generating revenues from operations, the Board of Directors
determined that the Company should suspend the active pursuit of its business
operations and further reduce its expenses.  Accordingly, the Company
has terminated the services of all of its employees except for Ms. Dubois, its
President and Chief Executive Officer (whose compensation had previously been
significantly reduced), and Mr. Fractor, its Chief Financial Officer and
Treasurer, who will continue to serve in a part-time capacity at a reduced rate
of compensation.  The Board has authorized Ms. Dubois and Mr. Fractor
to attempt to settle the Company’s remaining obligations and to pursue the
possibility of a sale of the Company.  No agreement has been reached
for the sale of the Company and no assurance can be given that any such
agreement will be reached upon acceptable terms, or at all.  If a sale
is consummated, there can be no assurance that it will result in a meaningful
return to shareholders.
  Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
  None.
  Item
3.  Defaults Upon Senior Securities
  None.
  Item
4.  Submission of Matters to a Vote of Security Holders
  None.
  Item
5.  Other Information
  None.
 
 
  20
  Item
6.  Exhibits
  Exhibit Number
                    Description31.1
                    Rule
      13a-14(a) Certification of Principal Executive Officer.31.2
                    Rule
      13a-14(a) Certification of Principal Financial Officer.32.1
                    Certification
      of Principal Executive Officer furnished pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.32.2
                    Certification
      of Principal Financial Officer furnished pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.
 
  21
  
 SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 
 IDCENTRIX,
      INC.
                (Registrant)Date:  June
      22, 2009
              By:
              /s/ Francine DuboisFrancine
      Dubois
                President
      and Chief Executive Officer
                (Principal
      Executive Officer)Date:  June  22,
      2009
              By:
              /s/ David E. FractorDavid
      E. Fractor
                Chief
      Financial Officer and Treasurer
                (Principal
      Financial Officer)
 
  22
  
 INDEX
TO EXHIBITS
 
 
 Exhibit
                    Number
                  Description31.1
                  Rule
      13a-14(a) Certification of Principal Executive Officer.31.2
                  Rule
      13a-14(a) Certification of Principal Financial Officer.32.1
                  Certification
      of Principal Executive Officer furnished pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
                  Certification
      of Principal Financial Officer furnished pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
 
  23