U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-KSB

(Mark  One)

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
        OF  1934.

        For  the  fiscal  year  ended      December  31,  1999
                                       ------------------------


[  ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT  OF  1934.

                     For the transition period from      to
                                                   ------   -----

                     Commission file number       000-28301
                                             --------------

                           ID TECHNOLOGIES CORPORATION
                           ---------------------------
                 (Name of Small Business Issuer in Its Charter)


     North  Carolina                                              56-1866233
     ---------------                                           ---------------
   (State  or  Other  Jurisdiction  of                        (I.R.S. Employer
   Incorporation or Organization)                            Identification No.)

920  Main  Campus  Drive  /  Suite  400
Raleigh,  North  Carolina                                            27606
---------------------------------------                           -----------
(Address  of  Principal  Executive  Offices)                       (Zip Code)

                                 (919) 424-3722
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                           Common Stock, no par value
                           --------------------------
                                (Title of Class)



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


     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of Regulation S-B in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.

     The  issuer's  revenues  for  its  most  recent  fiscal  year:  $2,000.00
                                                                     ---------
     As of March 15, 2000, 8,380,171 shares of common stock  were outstanding.
As  of  March 15, 2000, the aggregate market value of shares of  common  stock
held  by  non-affiliates  was approximately $ 2,891,576.




                                FORM 10-KSB INDEX

CAUTIONARY  STATEMENT  REGARDING  FORWARD  LOOKING  STATEMENTS

PART  I
     ITEM  1.     DESCRIPTION  OF  BUSINESS.
     ITEM  2.     DESCRIPTION  OF  PROPERTY.
     ITEM  3.     LEGAL  PROCEEDINGS.
     ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

PART  II
     ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED STOCKHOLDER MATTERS.
     ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.
     ITEM  7.     FINANCIAL  STATEMENTS.
     ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND  FINANCIAL  DISCLOSURE.

PART  III
     ITEM  9.     DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.
     ITEM  10.    EXECUTIVE  COMPENSATION.
     ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
                  MANAGEMENT.
     ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.
     ITEM  13.    EXHIBITS,  LISTS  AND  REPORTS  ON  FORM  8-K.

SIGNATURES










CAUTIONARY  STATEMENT  REGARDING  FORWARD  LOOKING  STATEMENTS

     This  Form  10-KSB  contains  forward-looking  statements.  Any  statements
contained  in  this  Form  10-KSB that are not statements of historical fact are
intended  to  be  and are hereby identified as forward-looking statements within
the  meaning  of  the  Private  Securities  Litigation  Reform  Act  of 1995. ID
Technologies  Corporation,  a  North  Carolina  corporation  (the  "Company"  or
"IDTEK")  cautions  readers  that  forward  looking statements involve known and
unknown  risks and uncertainties which could cause actual results or outcomes to
differ  materially  from  those  expressed  in  the  forward-looking statements.
Forward-looking  statements  include  statements  concerning  plans, objectives,
goals,  strategies,  expectations,  future  events or performance and underlying
assumptions  and  other statements which are other than statements of historical
facts.

     Without limiting the foregoing, words  such  as  "may,"  "will,"  "expect,"
"believe,"  "anticipate,"  "estimate,"  "continue" or comparable terminology are
intended  to  identify  forward-looking  statements.  These  statements by their
nature  involve  substantial  risks  and  uncertainties,  and actual results may
differ  materially  depending  on  a  variety  of factors, many of which are not
within  the  Company's  control.  These factors include, but are not limited to,
economic  conditions  generally  and  in the industries in which the Company may
participate;  competition  within  the  Company's  chosen  industry,  including
competition from much larger competitors; technological advances; and failure by
the  Company  to  successfully  develop  business  relationships  and  strategic
alliances.  In addition to other factors and matters discussed elsewhere herein,
the  following  are  important  factors  that, in the view of the Company, could
cause  actual  results  to  differ  materially  from  those  discussed  in  the
forward-looking  statements:  ability  of the Company to obtain acceptable forms
and  amounts  of  financing  to fund current and future operations, research and
development  and  acquisitions; competition; the Company's operating losses; the
Company's  ability  to commercially develop its proposed products; the Company's
ability  to attract, hire and retain employees and management personnel; and the
Company's  ability  to  regain  control over the development and exploitation of
its  technology.  The Company disclaims any intent or obligation to update these
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  otherwise.

PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

     GENERAL

     The Company was incorporated on March  16,  1994,  under the name CardGuard
International,  Inc.  On  July  23,  1998,  the  Company  changed  its name from
CardGuard  International,  Inc.  to  ID  Technologies Corporation. The Company's
corporate  headquarters are located in Raleigh, North Carolina. Since inception,
the  Company  has  had  no  significant  revenues  and  is  considered  to  be a
development  stage  company.

     The Company is primarily a licensing company and is in the business of: (i)
developing and marketing its patented self-authenticating fingerprint technology
for  applications  where authentication of the identity of the owner of the card
is  important  (the  "Technology")  and  (ii) selling exclusive and nonexclusive
licenses to  use  the  Technology.  The  Company  does  not  currently   design,
manufacture,  market  or sell any finished goods or products which  make  use of
the Technology and has no current plans or ability to do so.  Consequently,  the
Company intends to continue development of the Technology  and  to  promote  its
Position  as a licensor of the Technology to both sublicensors and manufacturers
of  finished  goods  and  products.

     During the  period from inception to December 1996,  the Company focused on
obtaining  a  patent  for the Technology. In December 1996, the Company received
the Notice of Allowance from the United States Patent Office for issuance of its
patent.

     In  July  1997,  the Company entered into an exclusive licensing agreement
(the "IRE  Agreement") with Information Resource  Engineering,  Inc.  ("IRE"), a
leading provider   of   computer  network  security  and encryption products and
services.  Pursuant  to the IRE Agreement, IRE provides research and development
assistance  to  the Company to develop the Technology. Currently, the success of
the  Company  is   substantially   dependent  on the  operations,  research  and
development of IRE. See section heading - "LICENSING  AND  LICENSE  AGREEMENTS."

     THE  TECHNOLOGY

     The  Technology  includes  patented and trade secret technologies which are
designed  to  allow  authentication  and  re-authentication  of  biometric  skin
surfaces,  including  finger  and  thumbprints.  The  Technology  is designed to
identify   authorized   card,   document  and  other  item  users  by  means  of
self-authenticating  panels/substrates   which   register   and  re-authenticate
authorized  users without the assistance of databases or external devices of any
sort.  The  biometric  sensing  panel  component  of  the Technology will enable
instantaneous  fingerprint  identification.  The  sensing  panel  is designed to
utilize  microchip-assisted and electrically-powered sensing, storing, computing
transmitting/signaling  and  associated  technologies  which  are designed to be
housed  in  a  credit  card  sized  surface  panel.

     As  a  result  of  the  Technology's  design, it will not be dependent upon
Storing  a user's  fingerprint  in  a  central  database,  but  will  store  and
Confirm  fingerprints in a self-contained unit. All present verification systems
known to the  Company utilize  databases  to store user fingerprint information.
In  such systems,  valuable  biometric  signatures (fingerprint, eye scan, etc.)
Are  kept with hundreds of thousands of other such signatures in databases. This
method of storing  biometric  information  raises  privacy concerns because such
databases become,  in  effect,  national  registries  for  fingerprints or other
biometric   signatures.    Moreover,   database   technology   has   long   been
characterized   by problems   such  as data mismatches, high costs, unauthorized
access  to  files and unauthorized  access  to  the  database  itself.  Although
the  Technology  is  not  dependent   upon databases or external devices, it is
possible  for the Technology to  malfunction, leaving the user without a working
card or other identification system.

     Certain methods, processes and technologies which  comprise  the Technology
Are  generally patent protected by US Patent No. 5623552. The original US patent
has been augmented with other trade secret technologies acquired or developed by
IRE to cover many types of  identification  and security cards, as well as other
devices  enabling  applications  which  make  use  of  the  Technology.

     The Technology has not yet been  fully  developed  into a finished product.
However,  there  are   three   progressive  prototype  cards  incorporating  the
Technology  now  in  development. The first prototype is the discrete components
card ("DCC"), which is a credit or debit card sized model that contains a memory
chip to store the fingerprint. A working prototype of this card was completed in
November  1999.  The  second  prototype is the chip on board card ("COB"), which
will  combine  the  components of the first prototype into two distinct on-board
microelectronic  chips that will perform all necessary functions, lower expenses
of  the  system and allow initial mass production of the device. A fully working
COB  card  is  scheduled to be completed in the fall of 2000. Finally, the third
prototype  is  the  unified  chip  card ("UCC"), which the Company believes will
further  lower  the  production cost and increase the strength and durability of
the  product. A fully working UCC is scheduled to be completed by the end of the
last  quarter  of  2000.

     THE  MARKET

     The  market for cards employed for the storage of confidential information,
the maintenance of stored value, debit and credit cards, and security access and
control  cards  represents over one billion of the cards in use today worldwide.
This  market includes the private credit, medical/insurance, airport and airline
security,  hotel security, banking and telecommunications industries. The advent
and  acceptance  of a worldwide standard operating system to both read and write
on  stored  value and information cards has raised serious concerns about how to
protect  unauthorized  access  to  such  information.  To  the  knowledge of the
Company,  there are currently only commercial biometric processors which rely on
special  card  readers, expensive specialized software and separate equipment in
order  to  capture  biometric signatures (such as fingerprints) on a card. While
almost all of the applications mentioned above have the potential to support the
use  of  a  self-authenticating  fingerprint  evaluator device, the Company will
focus  on  markets  that  have  demonstrated  early  interest in the Technology.

     MARKETING  PLANS

     The Company has commenced pre-marketing of the Technology to government and
industry.  The  Company's  Technology  system  concept  was demonstrated for the
public  in  May  1999  at  Card  Tech/Secure  Tech  99, the world's leading card
technology and security tradeshow. Internet and conventional marketing have also
generated  interest  in  the  Technology  both internationally and domestically,
which has resulted in several further demonstrations of the Company's Technology
system  concept.  Thirty-one  demonstrations  have  been given to many potential
licensees,  including  IBM,  VISA  International,  MasterCard, American Express,
Lockheed-Martin,  General Electric, WhoVision, US Immigration and Naturalization
Services,  Citibank,  Bank  of  America, Cabletron, Bull and other companies and
governmental  agencies.  However,  there  can  be  no  assurance  that  any such
companies  or  agencies  will  become  licensees  or  users  of  the Technology.
Upon  completion  of a fully-working prototype of the COB card which is expected
to  be  in the fall of 2000, the Technology will be marketed to those industries
that  demonstrate the potential for early exposure, publicity, profitability and
diversification  into  other  licensing areas. To achieve this goal, the Company
intends  to   pursue   licensing,   partnerships  and  strategic  alliances with
industry  and  government  agencies  through both direct contact and the use of
consulting  services.  However,  there can be no assurance that the Company will
develop  such  relationships.

     COMPETITION

     At  present,  identification and security verification processes range from
simple  devices  used  to store personal information such as names and addresses
(non-biometric)  to  highly  secretive security systems which can verify complex
biometric  data  such  as  fingerprints,  voice  prints  and eye characteristics
(biometric).  The  Company  expects  to  compete  with  both  non-biometric  and
biometric  technologies.  With current non-biometric technologies, the user must
typically  possess  a  key,  card,  or  bit  of  information, such as a personal
identification  number  or  password.  These  systems  are  easily  defeated  by
obtaining possession of the key, card, or password, or by counterfeiting the key
or  the  card.  With  respect  to  existing  biometric  technology,  some of the
perceived  disadvantages  are  as  follows:

          o  Hand  geometry devices are subject to physical changes in the user.
             The devices are also  typically  large and, therefore, difficult to
             Integrate into  many  applications.

          o  Facial  recognition  technology can be fooled by photographs and is
             typically  cost-prohibitive,  thereby  limiting its application in
             mass-market uses.

          o  Iris  scanning  has  remained  costly,  subject  to user motion and
             requires  large  databases.

          o  Retinal scanning has also remained expensive and is subject to user
             health  concerns  regarding  laser  scanning  of  the  retina.

          o Signature verification is subject to user physical changes over time
            and  is  susceptible  to  forgery.

          o Voice analysis is subject to user physical changes and can be forged
            through   the  use  of  devices  capable of  recording and altering
            individual voices.

     Furthermore,  most  currently  available  biometric  identity  verification
systems share a reliance upon database technology, which the Company believes is
problematic.  Most valuable biometric signatures (fingerprints, voiceprints, eye
scans,  etc.)  commonly  are  stored  with  hundreds  of thousands of other such
signatures  in  databases.  This  method  of  storing information often presents
multiple  problems,  including  data  mismatches,  the  high cost of storage and
retrieval  and  unauthorized  access  to both the files and the database itself.
The  Company  believes  that  the Technology system addresses more problems than
many  competing  products by providing a means of identifying users at the point
of  authentication  access  without relying on information stored in a database.
The  information stored on the card incorporating the Technology is intended not
to  function  in any reader or scanner without the authorized user's fingerprint
first   being   placed  on  and  matched  with  the  data  stored  in  the  card
itself.  The  user's  fingerprint  data  never  leaves the card. As a result, no
databases  or special readers will be required. Moreover, it is anticipated that
all  present  readers  such  as  ATMs  and  point  of purchase terminals will be
compatible  with  the  Technology  system because the Company currently plans to
incorporate  magnetic  strip simulators into each card system that will activate
only  for  authorized  users  and allow these cards to operate with database, or
"legacy,"  systems  worldwide.

     The Company considers companies such as Identix, Identicator, NRI, Harris,
NEC, Motorola,  Siemens,  and  other  larger  and  smaller companies to be its
competition.  Almost  all  present  competitors  use card systems that  require
special  readers  and software applications to store digitized information  and
depend  on  power  sources  independent  of  the  card  device.   The   Company
believes that it will offer a technological advantage over the current products
of its competitors because the Technology  is  expected  to  reduce  costs  and
eliminate  the need for special equipment and software and will include a power
source within the card. However, there  can  be  no  assurance that competitors
will  not  introduce  improved products or  that  the  Company's  product  will
function  as the  Company  anticipates.   The  Technology,  however,  will  not
replace  all competitive biometric systems since database  systems  will  be of
continuing value in certain applications. Indeed, even  as  retailers and other
end-users of credit or identification cards accept cards  utilizing alternative
authentication  technology,  they will continue to need  specialized  equipment
and  software.

     LICENSING  AND  LICENSE  AGREEMENTS

     The  Company  is  primarily  a  licensing  company.  The  Company's initial
licensing  strategy  consisted of granting exclusive licenses in broad fields of
use.  More  recently,  however,  the  Company  has  proposed  to restructure its
licensing  strategy  so  that  exclusive  licenses  would be granted in discrete
markets  only and licenses would otherwise be limited to non-exclusive licenses.
Examples  of discrete markets in which exclusive licenses may be granted include
residential  home  security  in  the United States, copying equipment use in the
United  States,  commercial  building  access  and  security in the Southeastern
United  States and prison system access and security in a particular state. Such
licenses would have the following common components: a one-time standard license
fee  payable  to  the  Company;  a  right  retained by the Company to select the
manufacturer  of  the  product  for  the licensee; and either an ongoing royalty
payable  by  the  licensee  or  a  manufacturing  surcharge  paid  by  the  card
manufacturers.

     The Company currently  has  five  main  license  holders:  IRE,  Protective
Technologies  Inc.  ("Protek"),  Power^Up  Marketing  Corporation  ("Power^Up"),
Revolution  Labs,   Inc.   ("Revolution")   and   BrentScott   Associates,   LLC
("BrentScott").

     In July 1997, pursuant to the  IRE  Agreement,  the  Company granted IRE an
exclusive  license  to  the Technology for use in IRE's primary business fields,
including  dedicated  computer  networks, the Internet, and treasury and banking
areas.  In consideration for this license (to which the Company ascribed a value
of  over  $500,000)  and  an  initial  13.7% equity interest in the Company, IRE
agreed  to provide (i) development of the Company's Technology and complimentary
technology,  (ii)  $300,000 in cash and (iii) additional engineering, design and
sales  assistance.  Also,  IRE agreed to pay the Company a royalty equal to five
percent  (5%) of IRE's future  gross  revenues  (subject  to  certain discounts,
shipping, customs and insurance  charges,  taxes  and  allowances  for  returns)
related to the use of the Company's patent in IRE's fields of license during the
eighteen-year term of the IRE  Agreement.  This  license  was  granted  prior to
the  Company's change to a non-exclusive licensing system. For more  information
regarding  the  IRE Agreement,  see  Exhibit  6.02  attached  hereto.

     In  April  1998,  the  Company granted three separate exclusive licenses to
three  different  licensees  in  the  medical/pharmacy,  telecommunications  and
private card/credit markets. In March of 1999, as part of the Company's shift to
a  non-exclusive licensing system, the Company entered into a new agreement (the
"Protek  Agreement")  whereby  these  three exclusive licenses were canceled and
Protek  was  granted  the  following:

     (1) For a 20 year period, if the Company receives a manufacturing surcharge
         payment  under  any license agreement in the areas of medical/pharmacy,
         telecommunications and private card/credit, the Company will pay Protek
         a  portion of  the  license fees and/or the manufacturing surcharge and
         any other revenue the Company actually receives  from  those  licenses.

     (2) For a period of seven years, Protek has the right to sell or use itself
         (or with allied concerns) nonexclusive  licenses  from  the Company for
         the  Technology in areas not subject to exclusive licenses  granted  by
         the Company. Protek  will  receive  a  credit of up to $2,625,000 to be
         applied to the initial license fees  required  to be paid in connection
         with such agreements.

     (3) For  a period  of  20 years, Protek has the nonexclusive right to  sell
         nonexclusive license  agreements  in fields not covered by an exclusive
         license  and shall  receive  a  sales  commission fee and manufacturing
         surcharges.

     (4) For  the 20  year period,  if  the  Company returns to the issuance  of
         exclusive  licenses in  any of the original areas of license covered by
         the  cancelled  agreements,  Protek  will have the right to acquire an
         exclusive license in  such field of license,  subject  to non-exclusive
         licenses previously granted.

For  more  information regarding the Protek Agreement, see Exhibit 6.04 attached
hereto.

     In  the  last  quarter  of  1998,  the  Company  entered  into an exclusive
licensing  agreement  with  Revolution with a term expiring in January 2014 (the
"Revolution  Agreement").  Revolution  and Protek have entered into an agreement
that  provides  that  Protek may acquire Revolution's rights under this license,
subject  to  Protek's obtaining adequate financing for such purchase. Pertaining
to  the  field  of  FAA-controlled  airport  and  airline  employee security and
identification  systems,  the license was granted for a fee of $500,000, payment
of  which  is  subject  to  delivery of a biometric fingerprint recognition card
incorporating  the  Technology  at a cost of less than $20 per card. The license
also includes an agreement for on-going royalty payments to the Company of 6% of
Revolution's  gross  product  sales.  The  Company  considers this license to be
within  a narrow and definable field so as to cause no material problems for the
Company's  new, non-exclusive licensing system. The $500,000 license fee has not
Been paid to date.  For more information regarding the Revolution Agreement, see
Exhibit  6.03  attached  hereto.

     In February 1999, the Company granted to Power^Up an exclusive license (the
"Power^Up  Agreement")  to use the Technology in connection with identification,
access  and  security  cards,  associated systems and equipment of whatever type
used  in  the  hotel  security  industry,  including hotel door locking devices,
in-room  safes,  mini  bars  and  all associated security systems worldwide. The
initial term of the license is twenty (20) years. The license was granted for an
initial  fee  of  $25,000,  and  an  additional fee of $350,000 will be due upon
delivery  and acceptance of a first working prototype. The license also includes
an  agreement  for  on-going royalty payments to the Company of 6% of Power^Up's
gross  product  sales.  The Company considers this license to be within a narrow
and  definable  field so as to cause no material problems for the Company's new,
non-exclusive  licensing system. The $350,000 fee has not been paid to date. For
more  information  regarding  the  Power^Up Agreement, see Exhibit 6.05 attached
hereto.

     In October 1999, the Company granted  to BrentScott  an  exclusive  license
(the   "BrentScott  Agreement")   to   use  the  Technology  in  connection with
identification,  access  and security cards, associated systems and equipment of
whatever type for   all  fields  of use (except fields of use already subject to
license)  within the member  States  of  the  Gulf  Cooperation  Counsel  States
in  the  Middle  East,  consisting   of  the  Kingdom  of Saudi Arabia,  Kuwait,
Bahrain,  U.A.E.,  Oman  and Qatar. The initial term of the license is three (3)
years  and may be renewed for sequential   one  (1)  year  periods for a renewal
fee of $10,000 per year. The license  was granted for an initial fee of $25,000,
paid and payable as follows: $2,000  upon execution of the agreement and $23,000
payable  within  ten (10) days after  BrentScott's  receipt  of  a  functioning/
demonstrable   and   stand-alone  operational  product. Pursuant to the terms of
the  license,  the  Company does not collect  a  royalty  from  BrentScott,  but
instead  collects   a  surcharge  from  authorized   manufacturers   from   whom
BrentScott   must   purchase   the   finished  products.  For  more information
regarding the BrentScott Agreement, see Exhibit 6.01  attached  hereto.

     RESEARCH  AND  DEVELOPMENT

     The  Company  has  spent considerable management time on the development of
the  Technology  over  the  last  three  years;  however,  pursuant  to  the IRE
Agreement,  IRE  is responsible for research and development with respect to the
Technology.  IRE  has  expended  over  $500,000 in engineering development costs
from July 1997 to December 1999 on the development of the current DCC prototype.
Pursuant  to  the IRE Agreement, IRE is currently responsible for developing the
Technology for its intended uses. The Company has entered into negotiations with
IRE  with  respect  to taking over and completing such development. Although the
IRE  Agreement  provides  that  IRE  must  proceed  diligently  to  develop  the
technology,  the Company is not prohibited from engaging in its own research and
development.  However, there can be no assurances that the Company will have the
financial  resources  or  ability  to  conduct  such  research  and development.
Furthermore,  there  can be no assurance that the Company will (or will have the
resources  to)  enforce  IRE's contractual obligation if IRE ceases its research
and  development activities. IRE has also taken the position in its negotiations
with  the  Company  that  the  Company  is not entitled to access, possession or
ownership  of  the  development  work-product to date  unless  the Company makes
additional  financial  concessions  to  IRE.  If  the  negotiations with IRE are
successful, the Company would expect to take over such  development by mid-2000,
and   the  Company   expects  that an additional $2,000,000  in  capital will be
required and that two engineers would be engaged to implement  the  development.

     EMPLOYEES

     As  of December 31, 1999, the Company engaged two full-time employees, four
part-time employees and twelve independent contractors. Both full-time employees
are  involved  in  administrative  and  finance  matters, and the four part-time
employees  assist  the  full-time  employees  with  administrative  and  finance
matters.  The  independent  contractors  are  engaged primarily in marketing and
sales  of  licenses  of  the  Technology.

     REPORTS  TO  SECURITY  HOLDERS

     Prior  to  the  filing  of a Form 10-SB registration statement which became
effective  December  13,  1999,  the  Company  was  not subject to the reporting
requirements  of  Section 13(a) or 15(d) of the Exchange Act. Upon effectiveness
of  that  registration  statement,  the  Company  now files annual and quarterly
reports with the Securities and Exchange Commission ("SEC"). The public may read
and  copy  any  materials  filed by the Company with the SEC at the SEC's Public
Reference  Room  at  150 Fifth Street, N.W., Washington, D.C. 20549.  The public
may  obtain information on the operation of the Public Reference Room by calling
the  SEC  at  1-800-SEC-0330.  The  Company  is  an electronic filer and the SEC
maintains an Internet site that contains reports and other information regarding
the  Company  which  may  be  viewed  at  http://www.sec.gov.

     CERTAIN  ADDITIONAL  CONSIDERATIONS

     In  addition  to  the  other  information  presented  herein, the following
information  should  be  considered  carefully in evaluating the Company and its
business.

     Lack  of  Profits  and  Going  Concern. The Company has yet to generate any
significant  revenues  or profits and, for the years ended December 31, 1998 and
1999,  the  Company incurred net losses of $1,426,725 and $939,741 respectively.
The  Company  anticipates  that  net  losses  will  continue for the foreseeable
future.  There  can  be  no  assurance that the Company will be able to generate
significant  revenues  or  operate  successfully.  The  report  of the Company's
independent  certified  public  accountants  on  the Company's audited financial
statements  includes an additional paragraph which refers to uncertainties as to
the  Company's  ability  to  continue  to  operate  as  a  going  concern.

     Development  Stage Company. The Company is in its development stage and has
no commercial products. Further, the  Company  will  face  the  same  challenges
experienced by other development stage companies, including, but not limited to,
developing  market  acceptance  for  its  proposed  products.

     Technology. The Company owns the Technology, subject to the licenses  which
The Company has already granted (see  LICENSING  AND LICENSE AGREEMENTS, above).
Accordingly, the Company does not have complete rights to exploit the Technology
in  all  markets.  The  success  of  the  Company,  therefore,  will depend upon
collection  of  royalties,  fees and manufacturing surcharges from its licensees
and manufacturers of products containing the Technology, and its ability to sell
licenses in other markets. Furthermore, to date, the Company has depended on IRE
for  research  and  development  of  the  Technology.  The Company has initiated
discussions   with   IRE  regarding  taking  over  further  development  of  the
Technology.  If  the  Company  is not successful in such negotiations, or cannot
reach  mutually  acceptable  terms with IRE, the Company would have to engage in
research and development without the benefit of the materials and work performed
by  IRE.  If  the  Company  is  successful in such negotiations, there can be no
assurance  that  the  Company  will  have  the  technical  ability  or financial
resources  to  successfully  develop  the  Technology.

     Limited  Sales  and  Marketing; Market Acceptance. The Company has recently
begun  developing  its  licensing,  marketing  and distribution system. However,
there  can  be  no  assurance  that  such efforts will be successful or that the
Company  will be able to attract and retain qualified individuals with marketing
and  sales  expertise.  The  Company's  future  success will depend, among other
factors,  upon  the extent to which end users acquire, adopt and continue to use
the  Company's  products.  There can be no assurance that the Company's products
will  gain  wide  acceptance.

     Changes  in  Technology.  The   Company's  industry  is  subject  to rapid
Technological  change  and intense competition and the Company's products could
become subject to technological obsolescence. There can be no assurance that the
Company will be able to keep pace with the changing technology. If  the  Company
is unable  for  technological  or  other reasons to develop products on a timely
basis  in response  to  technological  changes,  or if the Company's products or
product  enhancements  do not achieve market acceptance, the Company's  business
would be materially and adversely  affected.

     Need for Additional Funds. The Company  expects  that it will need to raise
substantial  additional capital to fund the ongoing development and expansion of
its  business, including its research, development, marketing and sales efforts,
and  to  attain  profitability.  There is no assurance that any additional funds
needed  will be available to the Company on favorable terms, or at all. Although
based  on  assumptions  that  the Company considers reasonable, there is also no
assurance  that  the  Company's  estimate  of its anticipated liquidity needs is
accurate  or  that new business developments or other unforeseen events will not
occur,  resulting  in  the  need  to  raise additional funds. In addition, it is
probable  that raising additional funds will result in a substantial dilution to
the  Company's  existing  investors.

    Competition. The Company is engaged in a rapidly evolving field. Competition
from  other companies is intense and expected to increase. Many of the Company's
competitors  have  substantially  greater  resources,  research  and development
staffs,  sales  and  marketing  staffs, and facilities than does the Company. In
addition,  other  recently  developed technologies are, or may in the future be,
the  basis of competitive products. There can be no assurance that the Company's
competitors  will  not develop technologies and products that are more effective
than  those  being  developed  by the Company or that would render the Company's
technology  and  products  obsolete  or  noncompetitive.

     Dependence  on Key  Personnel.  The  Company's  operations  are  materially
Dependent upon the services of Mr. J. Phillips L. Johnston,  the  President  and
CEO  of the Company,  and  Mr.  William  F. Lane, the Chairman,  Treasurer  and
founder of the Company. The loss  of the services of either of these individuals
could  have  a  material   adverse   effect  on  the  Company.  There can be  no
assurance that the Company  will  retain Mr. Johnston or Mr. Lane in its employ,
or that it will successfully  attract  and  retain   additional  or  replacement
personnel with the requisite  experience  and capabilities to enable the Company
to profitably and  effectively  evaluate, develop and market the Technology. The
Company  expects  to  secure  a  term  life  insurance policy on the life of Mr.
Johnston  in the amount of $500,000  (payable  to  the  Company)  when  adequate
funding  is  completed in mid-2000.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

     The  Company's  principal  offices  are  located  on  North  Carolina State
University's  Centennial  Campus  at  920 Main Campus Drive, Suite 400, Raleigh,
North  Carolina  27606.  These offices contain approximately 500 square feet and
are  leased  on  a month-to-month basis. The Company also maintains an office in
Wilson, North Carolina at 2506 West Nash Street, Suite C, Wilson, North Carolina
27896.  This  lease  is  for  approximately  150  square  feet  and is also on a
month-to-month  basis.  The Company's aggregate monthly rent obligation is $700.

ITEM  3.  LEGAL  PROCEEDINGS.

     The  Company  is  not  involved  in  any  material pending legal proceeding
adverse  to  the  Company.

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

     No  matters  were submitted to a vote of security holders during the fourth
quarter  of  the  fiscal  year  ended  December  31,  1999.

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

     The Company's common stock is listed on the Over the Counter Bulletin Board
("OTCBB") under the symbol "IDTK."  Although quotations for the Company's common
stock  appear  on  the  OTCBB,  there  is  no established trading market for the
Company's  common  stock.  For the past calendar year and from December 31, 1998
to  the  present,  transactions  in  the  common  stock can only be described as
sporadic.  Consequently,  the  Company believes that any published prices cannot
be  attributed  to  a  liquid  and active trading market and, therefore, are not
indicative  of  any  meaningful  market  value.

     The  following  table  sets forth for the respective periods indicated, the
prices of the Company's common stock in the over-the-counter market, as reported
and summarized by the OTCBB. Such prices are based on inter-dealer bid and asked
prices,  without  markup,  markdown,  commissions  or  adjustments  and  may not
represent  actual  transactions.

<TABLE>
<CAPTION>


Calendar Quarter Ended   High Bid ($)  Low Bid ($)
----------------------   -----------   -----------
<S>                     <C>           <C>
June 30, 1998. . . . .         5.500        1.500
September 30, 1998 . .         4.000        1.938
December 31, 1998. . .         3.250        1.125

March 31, 1999 . . . .         2.750        1.063
June 30, 1999. . . . .         3.500        1.188
September 30, 1999 . .         2.000        0.875
December 31, 1999. . .         0.750        0.531
</TABLE>


     The  Company's  common  stock is subject to the provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), commonly referred to as the "penny stock" rule.  Section 15(g) sets forth
certain  requirements  for  transactions  in  penny  stocks and Rule 15g-9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a51-1 of the
Exchange  Act.

     The  Commission  generally  defines a penny stock to be any equity security
That  has  a  market  price  less  than  $5.00  per  share,  subject  to certain
exceptions. Rule  3a51-1 provides that any equity security is considered to be a
penny stock unless  that  security  is:  registered and  traded  on  a  national
securities  exchange   meeting   specified  criteria  set  by  the  Commission;
authorized for quotation on The NASDAQ Stock  Market;  issued  by  a  registered
investment company; excluded from the definition on the basis of price (at least
$5.00 per share)  or  the   issuer's  net  tangible  assets;  or  exempted  from
the  definition  by the Commission.  If  the  Company's  shares are deemed to be
a  penny  stock,  which  at this  time  they  are, trading in the shares will be
subject to additional sales practice  requirements   on broker-dealers  who sell
penny  stocks  to persons  other  than  established  customers  and  accredited
investors,  generally  persons  with  assets  in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together  with  their  spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for  the  purchase  of such securities and must have
received  the  purchaser's  written  consent  to  the  transaction  prior to the
purchase.  Additionally,  for  any  transaction  involving a penny stock, unless
exempt,  the  rules  require  the delivery, prior to the first transaction, of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also  must  disclose  the  commissions payable to both the broker-dealer and the
registered  representative, and current quotations for the securities.  Finally,
the  monthly statements must be sent disclosing recent price information for the
penny  stocks held in the account and information on the limited market in penny
stocks.  Consequently, these rules may restrict the ability of broker dealers to
trade  and/or maintain a market in the Company's common stock and may affect the
ability  of  shareholders  to  sell  their  shares.

     As of December 31, 1999, there  were 213 holders of record of the Company's
common  stock.

     The  Company  has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make  distributions  in the foreseeable future. The Company currently intends
to retain  and  reinvest future earnings, if  any,  to  finance  its operations.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

     The  Company  is  engaged  in  the  development  of biometric technologies,
know-how,  and  products  for licensing worldwide.  The Company holds the patent
for  a  card, panel, or substrate allowing "on-board" storage and authentication
(identification) of fingerprints with a frontier biometric market size estimated
to  be  1/10 trillion dollars.  The applications of this technology are many and
varied:  from  welfare  cards  to  loyalty/medical  records/personal information
cards  to  controlling  firearms  by  one  user.

     The development and production of this biometric breakthrough is managed by
the  Company's  scientific partner IRE of Baltimore, Maryland.  IRE is a leading
provider  of  network  and internet security systems and technologies.  IRE is a
13.7%  Company  shareholder  and  holds  a  Company  license  with rights to the
internet,  computer  network,  banking  and  treasury  fields  worldwide.

     A  prototype  card  has  just  been  completed,  as well as a comprehensive
manufacturing  plan  to build a single-chip production card at a cost below $20.
The  non-recurring  engineering cost (NRE) will be paid by IRE to the production
card  maker  for  a  single-chip  card  at  a  cost of approximately $1,700,000.

     Presently,  the  Company  has  initial  licenses in place with IRE, Protek,
Power^Up,  BrentScott  and Revolution, which are expected to yield $1.46 million
in  initial license fees when card production begins.  Production is expected to
begin  in  2000  or  2001.

     The  Company  believes  it  has  to  be the first-to-market leader with the
following  competitive  advantages:

-     A  biometric  fingerprint  card  with  storage and a power source (lithium
      battery)  on  board.
-     A  biometric  fingerprint  card not requiring an independent power source.
-     A  biometric fingerprint card safe-guarding personal privacy (a government
      or  corporate-based  database  system  is  unnecessary).
-     A  biometric fingerprint card with 160 m.p.s of computing power (the power
      of  a  Newton  computer).

The  biometric  fingerprint  card is essentially a standalone computer on a card
protected  by the Lane foundation patent:  United States Patent Number 5,623,552
issued  on  April  22,  1997.

     The  Company  has  been a developmental-stage company with nominal revenues
since  its  inception.  Losses  were $1,684,313 in 1997, $1,426,725 in 1998, and
$939,741  in  1999.

     As  of March 2000, the Company has depleted its cash.  In fact, the CEO has
lent  the  company  $15,000  in  March 2000 and intends to lend $20,000 in April
2000.  The  Company  believes  it  needs  to raise $1,500,000 and is considering
several  options  for  obtaining  this  additional  capital.

     Currently,  the  Company  has  an  operating cost burn rate of $400,000 per
year.  However,  the  Company plans to engage an identified quality, engineering
firm to develop different form, factors, and applications with software, such as
passports,  time  and attendance, and proximity cards.  Management believes this
can be accomplished in one year at a cost of less than $600,000.  However, there
is  no assurance that $1,500,000 can be raised or that this amount of capital is
sufficient  to  operate  the  Company  until  it  obtains sufficient revenues to
sustain  operations.  Furthermore,  there is no assurance that a new engineering
firm  can  meet  the  time  or  cost budget, either on new hardware or software.

     With  our  policy  of  contracting  out  development  and  concentrating on
licensing  of  our  intellectual property, the Company does not plan to purchase
any  equipment  or buy or rent plant(s) in the next year.  Nonetheless, when and
if  the  $1,500,000 is raised, the Company intends to hire a high-level engineer
to  oversee  our  multi-development  card projects and assist our licensees with
their  particular  biometric  applications.

     RESULTS  OF  OPERATIONS

     The  following  discussion provides an analysis of the Company's results of
operations  and  liquidity  and  capital  resources.  This  should  be  read  in
conjunction with the financial statements of the Company and notes thereto.  The
operating  results  of  the  years  presented were not significantly affected by
inflation.


<TABLE>
<CAPTION>



YEAR ENDED DECEMBER 31:                  1999         1998
                                      ----------  ------------
<S>                                   <C>         <C>

Revenue. . . . . . . . . . . . . . .  $   2,000      $  50,000
Operating Expenses:
 Research and development. . . . . .    269,441       192,319
 Selling, general and administrative    580,588     1,284,904
                                      ----------  ------------

Operating Losses . . . . . . . . . .   (848,029)   (1,427,223)

Other income (expense) net:. . . . .    (91,712)          498
                                      ----------  ------------

Net Loss . . . . . . . . . . . . . .  $(939,741)  $(1,426,725)
                                      ==========  ============
</TABLE>


     COMPARISON  OF  YEARS  ENDED  DECEMBER  31,  1999  AND  1998:

     License  revenue  for  both 1999 and 1998 were nominal and not significant.
License  fee  payments  were  predicated  primarily  on  a  $20  cost  biometric
fingerprint production  card.  Royalty  payments  are  predicated  on  the  sale
of  the cards to end users by licensees. There have been  no  royalty  payments.

     The  research  and  development expenses are a non-cash entry in both years
which  mirrors  exactly  IRE's  research  and  development cash expenses for the
development  of  the biometric fingerprint card.  IRE's research and development
cost  for  the  card  was  $269,441  for  1999  and  $192,319  for  1998.

     Selling,  general,  and  administrative expenses during 1999 were $580,588,
down  54.8%  from the 1998 expense of $1,284,904 due to the Company's efforts to
reduce  these  costs.

     Net interest expense was $91,712 in 2000 versus $498 in 1999 as a result of
interest  of  12%  on  $185,000 convertible debentures issued in mid-1999 and 8%
interest  on  $300,000  convertible  debentures  issued  in  September  1999.
Additional  interest  expense  in  1999  related to the discount amortization on
stock  options  and  warrants associated with the aforementioned debt issuances.

     The  Company's  loss  for  1999 was $939,741, down 34.1% from the Company's
1998 loss of $1,426,725, due primarily to the Company's significant reduction in
selling,  general  and  administrative  expenses.

     COMPARISON  OF  YEARS  ENDED  DECEMBER  31,  1998  AND  1997:

     License  revenue  for  both 1998 and 1997 were nominal and not significant.
License  fee  payments  were  predicated  primarily  on  a  $20  cost  biometric
fingerprint production card.  Royalty payments are predicated on the sale of the
cards  to  end  users  by  licensees.  There  have  been  no  royalty  payments.

     The  research  and  development expenses are a non-cash entry in both years
which  exactly  mirrors  IRE's  research  and  development cash expenses for the
development  of  the biometric fingerprint card.  IRE's research and development
cost  for  the  card  was  $192,319  for  1998  and  $201,405  for  1997.

     Selling,  general  and administrative expenses during 1998 were $1,284,904,
down  15.6%  from the 1997 expense of $1,522,405 due to the Company's efforts to
reduce  these  costs.

     The  Company's  loss for 1998 was $1,426,725, down 15.3% from the Company's
1997  loss  of  $1,684,313,  due  primarily  to  the Company's efforts to reduce
selling,  general  and  administrative  expenses.

     LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  raised  $485,000 in 1999.  A majority of the money raised was
paid  to  bring  payables  current.  The Company's current cash requirements are
$35,000  per  month excluding the approximately $100,000 in payables outstanding
as   of  March   15,   2000.  As indicated above, the Company will need to raise
capital of $500,000 to allow the Company to  operate for the calendar year 2000.
There  is no  assurance  that any capital can be raised.  CEO Phil Johnston lent
The  Company  $15,000  in March 2000 and  plans  to  lend  the  Company  $25,000
in  April  2000.

     The  Company  has  no  bank credit lines or any likelihood of servicing any
bank  credit  until  profitable.

ITEM  7.  FINANCIAL  STATEMENTS.


<TABLE>
<CAPTION>



              INDEX TO FINANCIAL STATEMENTS
                                                   Page No.
                                                   --------
<S>                                                <C>
Report of Independent Auditors. . . . . . . . . .       F-1

Balance Sheets as of December 31, 1999 and 1998. .      F-2

Statements of Operations for the period from
  March 16, 1994 (date of inception) through
  December 31, 1999 . . . . . . . . . . . . . . .       F-3

Statements of Shareholder's Equity for the period
  (Deficit) from March 16, 1994 (date of inception)
  through December 31, 1999 . . . . . . . . . . .       F-4

Statements of Cash Flows for the period from
  March 16, 1994 (date of inception) through
  December 31, 1999 . . . . . . . . . . . . . . .       F-5

Notes to Financial Statements . . . . . . . . . .       F-6
</TABLE>




                        REPORT  OF  INDEPENDENT  AUDITORS


Board  of  Directors  and  Shareholders
ID  Technologies  Corporation


We have audited the accompanying balance sheet of ID Technologies Corporation (a
development  stage  company) as of December 31, 1999, and the related statements
of  operations, shareholders' deficit and cash flows for the year ended December
31,  1999.  These  financial  statements  are  the  responsibility  of  the
Corporation's  management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audit.  The  financial  statements  of ID
Technologies  for the year ended December 31, 1998 and the period from inception
(March  16, 1994) through December 31, 1998 were audited by other auditors whose
report,  dated  August 26, 1999, included an explanatory paragraph regarding the
Corporation's  ability  to  continue  as  a  going  concern.

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

In  our opinion, the 1999 financial statements referred to above present fairly,
in  all material respects, the financial position of ID Technologies Corporation
(a  development  stage  company)  at  December  31,  1999  and in results of its
operations and its cash flows for the year ended December 31, 1999 in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Corporation  will  continue as a going concern.  As more fully described in Note
1,  the  Corporation  is  a  development  stage  company,  has not yet generated
sustainable  revenues,  has  suffered  recurring  losses  from operations, has a
working capital deficit, and has a net capital deficiency that raise substantial
doubt  about  its ability to continue as a going concern.  Management's plans in
regard  to these matters are also described in Note 1.  The financial statements
do  not  include  any  adjustments  that  may  result  from  the outcome of this
uncertainty.

                                             ERNST  &  YOUNG  LLP


Raleigh,  North  Carolina
March  13,  2000

                                                                             F-1
                           ID Technologies Corporation
                          (A Development Stage Company)


<TABLE>
<CAPTION>

                                      Balance Sheets
                                                                      December 31,
                                                                   1999          1998
                                                               ------------  ------------
<S>                                                            <C>           <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . .  $    62,986   $     8,254
Notes receivable. . . . . . . . . . . . . . . . . . . . . . .        3,270        13,270
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . .          150           150
                                                               ------------  ------------

Total current assets. . . . . . . . . . . . . . . . . . . . .       66,406        21,674

Equipment, net. . . . . . . . . . . . . . . . . . . . . . . .        1,884         1,174
Intangible assets, net. . . . . . . . . . . . . . . . . . . .       17,562        21,537
                                                               ------------  ------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $    85,852   $    44,385
                                                               ===========   ============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities. . . . . . . . . . .  $   122,260   $    61,612
Note payable to shareholder . . . . . . . . . . . . . . . . .            -        42,750
Convertible debt, net of discount of $171,000 . . . . . . . .      129,000             -
                                                               ------------  ------------
Total current liabilities . . . . . . . . . . . . . . . . . .      251,260       104,362

Long-term convertible debt, net of discount of $34,166. . . .      150,834             -

Deferred revenue. . . . . . . . . . . . . . . . . . . . . . .       93,000        93,000

Commitments and contingencies (Note 13)

Shareholders' deficit:
Series A preferred stock, $.001 par value; 300,000 shares
authorized; no shares issued and outstanding at December 31,
1999 and 1998 . . . . . . . . . . . . . . . . . . . . . . . .            -             -
Common stock, no par value, 50,000,000 shares authorized,
8,277,583 and 8,175,833 shares issued and outstanding at
December 31, 1999 and 1998, respectively. . . . . . . . . . .      282,953       282,953
Additional paid-in-capital. . . . . . . . . . . . . . . . . .    3,390,859     2,707,383
Deficit accumulated during the development stage. . . . . . .   (4,083,054)   (3,143,313)
                                                               ------------  ------------
Total shareholders' deficit . . . . . . . . . . . . . . . . .     (409,242)     (152,977)
                                                               ------------  ------------
Total liabilities and shareholders' deficit . . . . . . . . .  $    85,852   $    44,385
                                                               ===========   ============
</TABLE>



                             See accompanying notes.

                                                                            F-2


                           ID Technologies Corporation
                          (A Development Stage Company)


<TABLE>
<CAPTION>

                              Statements of Operations
                                                                       PERIOD FROM
                                                                        INCEPTION
                                                                       (MARCH 16,
                                                                      1994) THROUGH
                                                                      DECEMBER 31,
                                             1999          1998           1999
                                          -----------  ------------  ---------------
<S>                                       <C>          <C>           <C>
License revenue. . . . . . . . . . . . .  $    2,000   $    50,000   $       92,000
Operating expenses:
Research and development . . . . . . . .     269,441       192,319          663,668
Selling, general and administrative. . .     580,588     1,284,904        3,420,122
Loss from operations . . . . . . . . . .    (848,029)   (1,427,223)       3,991,840
                                          -----------  ------------  ---------------

Other income (expense):
Interest income - contractual. . . . . .       1,000         1,157            2,157
Amortization of debt discount on
convertible debentures . . . . . . . . .     (66,704)            -          (66,704)
Interest expense . . . . . . . . . . . .     (26,008)         (659)         (26,667)
                                             (91,712)          498          (91,214)
                                          -----------  ------------  ---------------
Net loss . . . . . . . . . . . . . . . .  $ (939,741)  $(1,426,725)  $   (4,083,054)
                                          -----------  ------------  ---------------

Basic and diluted per common stock . . .  $     (.11)  $      (.17)

Weighted average number of common shares
 outstanding . . . . . . . . . . . . . .   8,226,854     8,164,583
                                          ==========     ==========
</TABLE>



                             See accompanying notes.

                                                                            F-3


                                         ID Technologies Corporation
                                        (A Development Stage Company)
<TABLE>
<CAPTION>

                                       Statements of Shareholders' Equity (Deficit)

                        Period from inception (March 16, 1994) through December 31, 1999


                                                                                       DEFICIT
                                                                       ADDITIONAL    ACCUMULATED
                                                                         PAID-IN       DURING
                                                   SHARES     AMOUNT     CAPITAL     DEVELOPMENT      TOTAL
                                                  ---------  --------  -----------  -------------  ------------
<S>                                               <C>        <C>       <C>          <C>            <C>
Balance at March 16, 1994. . . . . . . . . . . .          -         -            -             -             -
Issuance of common shares for cash and noncash
  consideration. . . . . . . . . . . . . . . . .  1,595,200       366           33             -           399
Net loss . . . . . . . . . . . . . . . . . . . .          -         -            -          (123)         (123)
                                                  ---------  --------  -----------  -------------  ------------
Balance at December 31, 1994 . . . . . . . . . .  1,595,200       366           33          (123)          276
Issuance of common shares for noncash
  consideration. . . . . . . . . . . . . . . . .    404,800         -          101             -           101
Net loss . . . . . . . . . . . . . . . . . . . .          -         -            -        (2,263)       (2,263)
                                                  ---------  --------  -----------  -------------  ------------
Balance at December 31, 1995 . . . . . . . . . .  2,000,000       366          134        (2,386)       (1,886)
Issuance of common shares for cash and noncash
  consideration. . . . . . . . . . . . . . . . .  6,000,000         -        1,500             -         1,500
Net loss . . . . . . . . . . . . . . . . . . . .          -         -            -       (29,889)      (29,889)
                                                  ---------  --------  -----------  -------------  ------------
Balance at December 31, 1996 . . . . . . . . . .  8,000,000       366        1,634       (32,275)      (30,275)
Issuance of common shares for cash, net of
  issuance costs . . . . . . . . . . . . . . . .    153,333   282,587            -             -       282,587
Capital contribution in form of research and
development services . . . . . . . . . . . . . .          -         -      201,405             -       201,405
Stock-based compensation . . . . . . . . . . . .          -         -    1,333,600             -     1,333,600
Net loss . . . . . . . . . . . . . . . . . . . .          -         -            -    (1,684,313)   (1,684,313)
                                                  ---------  --------  -----------  -------------  ------------
Balance at December 31, 1997 . . . . . . . . . .  8,153,333   282,953    1,536,639    (1,716,588)      103,004
Issuance of common shares for noncash
consideration. . . . . . . . . . . . . . . . . .     22,500         -       45,000             -        45,000
Capital contribution in form of research and
development services . . . . . . . . . . . . . .          -         -      192,319             -       192,319
Stock-based compensation . . . . . . . . . . . .          -         -      933,425             -       933,425
Net loss . . . . . . . . . . . . . . . . . . . .          -         -            -    (1,426,725)   (1,426,725)
                                                  ---------  --------  -----------  -------------  ------------
Balance at December 31, 1998 . . . . . . . . . .  8,175,833   282,953    2,707,383    (3,143,313)     (152,977)
Issuance of warrants in connection with issuance
  of convertible debt. . . . . . . . . . . . . .          -         -      271,870             -       271,870
Capital contribution in form of research and
  development services . . . . . . . . . . . . .          -         -      269,441             -       269,441
Issuance of common shares for noncash
  consideration. . . . . . . . . . . . . . . . .    101,750         -      142,165             -       142,165
Net loss . . . . . . . . . . . . . . . . . . . .          -         -            -      (939,741)     (939,741)
                                                  ---------  --------  -----------  -------------  ------------
Balance at December 31, 1999 . . . . . . . . . .  8,277,583  $282,953  $ 3,390,859  $ (4,083,054)  $  (409,242)
                                                  =========  ========  ===========  =============  ============
</TABLE>



                             See accompanying notes.

                                                                            F-4



                                ID Technologies Corporation
                               (A Development Stage Company)
<TABLE>
<CAPTION>
                                   Statements of Cash Flows
                                                                                   PERIOD FROM
                                                                                    INCEPTION
                                                                                   (MARCH 16,
                                                                                  1994) THROUGH
                                                                                  DECEMBER 31,
                                                          1999         1998           1999
                                                       ----------  ------------  ---------------
<S>                                                    <C>         <C>           <C>
OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . . . . .  $(939,741)  $(1,426,725)  $   (4,083,054)
Adjustments to reconcile net loss to net cash used in
  operation activities:
  Depreciation. . . . . . . . . . . . . . . . . . . .        930           377            1,391
  Amortization. . . . . . . . . . . . . . . . . . . .      3,975         4,085           10,341
  Deferred revenue. . . . . . . . . . . . . . . . . .          -        75,000           93,000
  Stock-based compensation. . . . . . . . . . . . . .          -       933,425        2,267,025
  Noncash marketing expenses. . . . . . . . . . . . .      4,165        45,000           49,165
  Noncash research and development expenses . . . . .    269,441       192,319          664,794
  Noncash professional fees . . . . . . . . . . . . .    138,000             -          138,000
  Discount on convertible debenture . . . . . . . . .     66,704             -           66,704
  Change in operating assets and liabilities:
    Notes receivable. . . . . . . . . . . . . . . . .     10,000       (10,270)          (3,270)
    Prepaid expenses. . . . . . . . . . . . . . . . .          -         1,500             (150)
    Accounts payable and accrued liabilities. . . . .     60,648        10,597          122,260
                                                       ----------  ------------  ---------------
Net cash used in operating activities . . . . . . . .   (385,878)     (174,692)        (673,794)

INVESTING ACTIVITIES
Patent costs. . . . . . . . . . . . . . . . . . . . .          -             -          (27,903)
Purchase of equipment . . . . . . . . . . . . . . . .     (1,640)       (1,216)          (3,275)
                                                       ----------  ------------  ---------------
Net cash used in investing activities . . . . . . . .     (1,640)       (1,126)         (31,178)

FINANCING ACTIVITIES
Proceeds from issuance of note payable to shareholder     45,000        42,750          102,750
Payment of note payable to shareholder. . . . . . . .    (87,750)            -         (102,750)
Proceeds from issuance of convertible debt. . . . . .    565,000             -          565,000
Payment on convertible debt . . . . . . . . . . . . .    (80,000)            -          (80,000)
Proceeds from issuance of common shares, net. . . . .          -             -          282,958
Net cash provided by financing activities . . . . . .    442,250        42,750          767,958
                                                       ----------  ------------  ---------------
Increase (decrease) in cash and cash equivalents. . .     54,732      (133,158)          62,986

Cash and cash equivalents, beginning of period. . . .      8,254       141,412                -
                                                       ----------  ------------  ---------------
Cash and cash equivalents, end of period. . . . . . .  $  62,986   $     8,254   $       62,986
                                                       ----------  ------------  ---------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest. . . . . . .  $   4,808   $       659   $        5,467
                                                       ==========  ===========   ==============
</TABLE>



                             See accompanying notes.

                                                                            F-5


1.  NATURE  OF  BUSINESS

BACKGROUND

ID  Technologies  Corporation  (the  "Company")  is  a development stage company
incorporated  in  North  Carolina  on March 16, 1994.  The Company was formed to
develop  and commercialize certain technologies allowing for self-authenticating
fingerprint  identification  and  transmission  and  signaling  devices  housed
together  in  a  microelectronic  panel  suitable  for,  but not limited to, the
confines  of  a  credit  card.

STATUS  OF  DEVELOPMENT

During  the  period  from  inception  to  December  1996, the Company focused on
obtaining  a  patent for its proposed technology.  In December 1996, the Company
received  the  Notice  of  Allowance  from  the  United States Patent Office for
issuance  of  its  patent.  Since  December 1996, the Company has outsourced its
research  and  development  efforts  to  Information  Resource Engineering, Inc.
("IRE").  The Company, in conjunction with IRE, a significant shareholder of the
Company,  has  developed  a  computer  assisted  version  of  a  prototype card.

The Company incurred a net loss of $939,741 for the year ended December 31, 1999
and  had an accumulated deficit of $4,083,054 at December 31, 1999.  The Company
has  yet  to  generate  any  significant revenues and has no assurance of future
revenues.  Even  if  successful,  substantial  time  may pass before significant
revenues  might  be realized.  As a development stage enterprise, the Company is
also  subject  to  a  number  of  risks  including obtaining adequate financing,
successfully  developing  and marketing its technologies, successfully defending
its  rights under the patent, and attracting and retaining key personnel.  These
factors  among  others  raise  substantial  doubt about the Company's ability to
continue  as  a  going  concern.  The  financial  statements  do not include any
adjustments  relating  to  the  recoverability  and  classification of assets or
liabilities  that might be necessary should the Company be unable to continue as
a  going  concern.

Management  plans  to  obtain the capital necessary to execute its business plan
through  several  sources,  which include (1) the sale of additional licenses of
the  Company's  fingerprint  identification  technology,  (2)  obtaining venture
capital  financing  and  (3)  obtaining debt financing.  Management expects that
these  efforts  will  result  in  the  introduction of additional capital to the
Company.  There  is  no  assurance  that  the  Company  will  be  able  to raise
sufficient  capital or find a sufficient number of purchasers of its licenses to
fund  the  future  operating expenses of the Company and the inability to obtain
such  financing  would  have  a  material  adverse  effect  on  the  Company.

                                                                            F-6

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual  results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

The  Company  considers highly liquid, short-term investments with a maturity of
three  months  or  less  when  purchased  to  be  cash  equivalents.

EQUIPMENT

Equipment  is recorded at cost and is being depreciated on a straight-line basis
over its estimated useful life of three years.  Accumulated depreciation totaled
$1,392  and  $461  at  December  31,  1999  and  1998,  respectively.

INTANGIBLE  ASSETS

In  filing  its patent, the Company incurred direct legal costs in the amount of
$27,903  which  it  capitalized.  The  patent  costs  are  being  amortized on a
straight-line basis over seven years, the estimated economic life of the patent.
Accumulated  amortization  at December 31, 1999 and 1998 was $10,341 and $6,366,
respectively.

INCOME  TAXES

The  Company accounts for income taxes using the liability method which requires
the  recognition  of  deferred  tax  assets  or  liabilities  for  the temporary
differences  between  financial  reporting and tax basis of the Company's assets
and  liabilities  and  tax  carryforwards.  A valuation allowance is recorded to
reduce  net  deferred  tax assets to an amount which management believes is more
likely  than  not  to  be  realized.

                                                                             F-7

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

LOSS  PER  SHARE

In  1997,  the  Financial  Accounting  Standards Board issued Statement No. 128,
Earning per Share, ("FAS 128").  FAS 128 replaced the calculation of primary and
fully  diluted  earnings  per  share  with basic and diluted earnings per share.
Unlike  primary  earnings  per  share,  basic  earnings  per  share excludes any
dilutive  effects  of  options,  warrants  and  convertible securities.  Diluted
earnings  per  share  is  very similar to the previously expected fully dilutive
earnings  per  share.  All  loss  per  share  amounts  for all periods have been
presented  to  conform  to  FAS  128.  Due to the net losses for each of the two
years  presented,  stock  options,  warrants  and  convertible  debentures  are
considered antidilutive and therefore have not been included in the computation.

STOCK-BASED  COMPENSATION

The  Company accounts for stock-based compensation in accordance with Accounting
Principles  Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB
25").  No compensation is recorded for stock options or other stock-based awards
to  employees  that  are  granted  with  an exercise price equal to or above the
estimated  fair value per share of the Company's common stock on the grant date.
The pro forma affect of recording stock-based compensation at the estimated fair
value  of  awards  on  the  grant  date, as prescribed by Statement of Financial
Accounting  Standards  No.  123,  Accounting  for Stock-Based Compensation ("FAS
123"),  is  disclosed  in  Note  8.

ADVERTISING  COSTS

The  Company  expenses  advertising  costs  as  incurred.  The  Company incurred
advertising  expense  of  $102,400 and $118,323 for the years ended December 31,
1999  and  1998,  respectively.

REVENUE  RECOGNITION

The  Company  recognizes revenue from the licensing of its technology as well as
from  the  associated  royalties.  Licensing  revenue is recognized based on the
specific  terms  of  each  agreement.  Royalty  revenue  is recognized as earned
pursuant  to  the  applicable  royalty  agreement.


                                                                            F-8

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

COMPREHENSIVE  INCOME

In  June  1997,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No.  130, Reporting Comprehensive Income ("FAS
130").  FAS  130  requires  that  total  comprehensive  income and comprehensive
income  per  share be disclosed with equal prominence as net income and earnings
per share.  Comprehensive income is defined as stockholders' equity exclusive of
transactions  with  owners  such  as  capital  contributions and dividends.  The
Company  adopted this Standard in 1998.  The Company did not report any items of
other  comprehensive  income  in  any  of  the  years  presented.

SEGMENT  REPORTING

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No.  131,  Disclosure  about  Segments  of  an Enterprise and Related
Information  ("FAS  131"),  which  superceded  Statement of Financial Accounting
Standards  No. 14, Financial Reporting for Segments of Business Enterprise.  FAS
131  establishes  standards  for  the  public  reporting  of  information  about
operating  segments  in  annual  financial  statements  and  requires that those
enterprises  report  selected  information  about  operating segments in interim
financial reports.  Since the Company only operates in one segment, the adoption
of  FAS  131  did  not  affect  the  Company's  net  loss or financial position.

IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 133, Accounting for Derivative Instruments
and  Hedging  Activities  ("FAS  133").  FAS  133  establishes  a  new model for
accounting  for  derivatives  and  hedging  activities  and  supercedes  several
existing standards.  FAS 133, as amended by FAS 137, is effective for all fiscal
quarters  of  fiscal  years beginning after June 15, 2000.  The Company does not
expect that the adoption of FAS 133 will have a material impact on the financial
statements.


                                                                            F-9

3.  SIGNIFICANT  CUSTOMERS  AND  CONCENTRATION  OF  CREDIT  RISK

In  1999  and  1998,  two  customers  accounted for all of the Company's license
revenue.  The  Company  had  no  outstanding  accounts  receivable  from  either
customer  at  December  31,  1999  and  1998.

4.  DEFERRED  REVENUE

In  1998,  the  Company  entered  into  three  exclusive  license agreements and
received  an  aggregate  of  $75,000 in license fees upon the execution of these
agreements.  In  accordance  with  the  terms  of  the  three  exclusive license
agreements, which include additional obligations on the part of the Company, the
$75,000  was  recorded  as  deferred revenue at December 31, 1998.  On March 30,
1999,  the Company entered into a nonexclusive license agreement with Protective
Technologies,  Inc.  ("Protek") (see Notes 12 and 15).  In conjunction with this
new  agreement,  the  three  exclusive  license  agreements were terminated, and
Protek  assumed  the  $75,000  license  fee  deposit.

In  1998,  the  Company received $18,000 from potential licensees as deposits on
options  to  acquire  certain  license  rights.  These  amounts are reflected as
deferred  revenue  in  the  accompanying  balance  sheets until such time as the
Company  enters  into  binding  agreements  with  the  potential  licensees, and
completes  development  of  the  licensed  technology  and  delivers such to the
licensees.


                                                                            F-10
5.  CONVERTIBLE  DEBENTURES  AND  WARRANTS

In  April  1999,  the  Company  issued  $185,000  of  unsecured,  subordinated
debentures  that  mature  April  2002  at  12% annual interest.  The Company may
redeem  the  debentures at any time, provided that it gives at least thirty days
prior written notice to the debenture holders, during which period the debenture
holders  may  elect  instead  to  convert  the  outstanding principal amount and
accrued  and unpaid interest into the Company's common stock at $2.00 per share,
including  accrued  interest,  which  is  subject  to adjustments for changes in
capital  stock,  including dividends.  In the event of an acquisition, merger or
new  public  offering,  the  debentures  will  be converted at the option of the
Company at $2.50 per share or greater.  If notice of redemption has not occurred
by  the  maturity  date, the debentures may be converted at any time between the
Company's  notice  of  maturity  (which will occur at least 30 days but not more
than  60  days  before  the  maturity  date)  and  the  business day immediately
proceeding  the  maturity  date.  The  debentures  carry  a  three  year option,
exercisable  immediately, to buy 37,000 shares of the Company's common stock, or
one  option for every $5.00 of principal held, at an exercise price of $2.75 per
share.  The  estimated  value  of these options, $43,870, has been recorded as a
debt  discount  and  additional  paid-in  capital.


In  September  1999,  the  Company  issued $300,000 of unsecured debentures that
mature  September  2000 at 8% annual interest.  The debenture holder may convert
the debenture into shares of the Company's Series A Preferred Stock at $2.00 per
share,  which  is subject to adjustments for changes in capital stock, including
dividends,  at any time upon receipt of notice from the Company of its intent to
prepay  the debenture or upon a merger, change of ownership of greater than 50%,
sale  of  assets,  or  an  initial  public  offering.


                                                                            F-11


5.  CONVERTIBLE  DEBENTURES  AND  WARRANTS  (CONTINUED)

In  connection  with the issuance of the $300,000 debentures, the Company issued
various detachable warrants to purchase shares of the Company's common stock, as
follows:

<TABLE>
<CAPTION>



TITLE OF       NUMBER                 PURCHASE PRICE                     VESTING
WARRANT       OF SHARES             PER WARRANT SHARE                     PERIOD
--------  -----------------  --------------------------------  ----------------------------
<S>       <C>                <C>                               <C>

WC-1         450,000          0.30 to $5.00 (increasing        1-10 years
 . .                          sliding scale over 10 years)
WC-2 . .            150,000   $ 0.01                            Immediately
WC-3 . .            200,000   $ 0.50                            Immediately
WC-4                          Fair market value (based on       Exercisable only if certain
           Variable, up to    most recent financing by          events occur, including a
          $500,000 worth of   institutional investors or, if    merger, sale of assets,
           common stock       none within prior 12 months,      change of ownership, or
                              as determined by third-party      qualified public offering of
                              valuation expert)                 the Company
</TABLE>



The warrants expire September 24, 2009.  Each warrant is subject to full-ratchet
anti-dilution protection.  Furthermore, the holder may exercise each warrant and
receive  shares  of  common  stock  without  the  payment  of  any  additional
consideration  to the Company based on the value of the warrant as determined in
accordance  with the formula set forth in each warrant.  The Company has granted
the  holder certain demand and piggy-back registration rights to register shares
of the Company's common stock received upon conversion of the debentures or upon
exercise  of the warrants.  The estimated value of these warrants, $228,000, has
been  recorded  as  a  debt  discount  and  additional  paid-in  capital.

In  1996,  the  Company  issued  warrants  to  a law firm, in exchange for legal
services, which entitled the holders to acquire 80,000 shares of common stock at
a  price  of  $5 per share.  The warrants immediately vested and expire in 2001.
Management  believed  the  fair value of these warrants on the date of the grant
was  nominal,  and  as  such,  no  legal  expense  was  recognized.  In 1997, an
amendment  lowered  the  exercise  price of these warrants to $3.33 per share of
common  stock.  Legal expense of $133,600 was recognized due to the repricing of
these warrants.  Subsequent to the amendment, the warrants were canceled and new
warrants  were  issued  which  entitled  the holders to acquire 20,000 shares of
common  stock  at  $3.33  per share.  No warrants were issued to the law firm in
1998  and  1999.


                                                                           F-12
6.  RELATED  PARTY  TRANSACTIONS

In  September 1999, the Company contracted a board member to conduct a marketing
study  for  compensation  of  $5,000.  A  payable  of  $2,500  is outstanding at
December  31,  1999  and  is  included  in  the  accounts  payable  and  accrued
liabilities  in  the  1999  financial  statements.

At  December  31,  1998,  the  Company  had  a loan outstanding in the amount of
$42,750  to a shareholder, that accrued interest at 12% per annum.  This amount,
together  with accrued interest, was repaid in April 1999.  The Company borrowed
an  additional  $45,000  from  the shareholder at various times during 1999, and
repaid the entire amount, including interest which accrued between 7.5% and 12%,
during  1999.

The  Company received management assistance services during 1999 and 1998 in the
amount  of $17,450 and $68,500, respectively, from an entity owned by certain of
the  Company's  significant  shareholders.

7.  SHAREHOLDERS'  EQUITY  (DEFICIT)

On  September  24,  1999, the Company entered into a Shareholders Agreement with
certain  officers  and  shareholders  ("investors")  of  the Company whereby the
Company  has  rights of first refusal to purchase shares offered for sale by the
investors  at  a  price  specified  by  the  investor.  If  the Company does not
purchase  the  offered shares within five days of receipt of written notice from
the  investor,  the remaining investors have rights of first refusal to purchase
the  offered shares, on a pro rata basis determined by such party's proportional
interest  of  all  outstanding  shares  of  the  Company's  common  and Series A
Preferred  Stock,  at  the  specified  price  for  an  additional  seven  days.


                                                                           F-13


7.  SHAREHOLDERS'  EQUITY  (DEFICIT)  (CONTINUED)

COMMON  STOCK

Holders of the Company's common stock are entitled to one vote per share on each
matter  submitted  to  a  vote at any meeting of shareholders.  Shares of common
stock  do  not  carry  cumulative  voting  rights  and,  therefore, holders of a
majority  of  the  outstanding  shares of common stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able  to  elect  any  members  of the board of directors.  However, holders of a
majority  of  the  Company's  common  stock  have  executed  an  Investor Rights
Agreement  together  with  the holder of the Company's $300,000 debentures ("the
debenture  holder") that provides that such shareholders shall vote their shares
in  such  a manner so that the Company's board of directors will be comprised of
five  (5) directors and that a designee of the debenture holder shall be elected
as a director so long as the debenture holder owns 50,000 shares of common stock
or  the  Company's  Series A Preferred Stock.  All of the shares of common stock
currently issued and outstanding are fully paid and non-assessable.  The holders
of  common  stock are entitled to such dividends as may be declared from time to
time by the board of directors from funds available therefor (provided, however,
that  no  dividends  may be paid on the common stock unless equivalent dividends
are  then  declared  and  paid  on  the  Series  A  Preferred  Stock),  and upon
liquidation  they  are  entitled  to  receive pro rata all assets of the Company
available for distribution to such holders (subject to the rights of the holders
of  the  Series  A  Preferred  Stock).


                                                                           F-14

7.  SHAREHOLDERS'  EQUITY  (DEFICIT)  (CONTINUED)

PREFERRED  STOCK

The Company's Articles of Incorporation, as amended, provide for the issuance of
Series  A Preferred Stock; however, no shares of such stock are currently issued
and  outstanding.  Shares  of  the Series A Preferred Stock are convertible into
shares of common stock by the holders thereof at any time.  Such shares are also
automatically  convertible  upon  the  Company's  initial public offering of its
common  stock.  The  conversion  rate  is set forth in the Company's Articles of
Incorporation,  as  amended,  and  provides  for  full-ratchet  anti-dilution
protection.  The  holders  of  Series  A Preferred Stock are entitled to receive
dividends  out  of  the  assets  of  the  Company  legally available therefor as
declared  from  time to time by the board of directors.  Holders of the Series A
Preferred  Stock  are  entitled  to  receive,  prior  and  in  preference to any
distribution  to  holders of common stock, an amount equal to $2.00 per share in
the event of any liquidation, dissolution or winding up of the Company.  Holders
of  shares of Series A Preferred Stock are entitled to the number of votes equal
to  the  number  of  shares  of  common  stock into which such share of Series A
Preferred  Stock  could  be  converted and shall have the same voting rights and
powers  as  the  common  stock.  The  Series  A  Preferred Stock also enjoys the
benefits of redemption rights and preemptive (or first participation) rights, as
more  fully  described  in  the Company's Articles of Incorporation, as amended.
The  Investors  Rights  Agreement restricts the ability of the Company to merge,
sell all or substantially all of the assets or the Company or take certain other
actions  unless holders of fifty percent (50%) or more of the Series A Preferred
Stock  consent  to  the  taking  of  such  actions.

During  the  period  from  inception  to  December  31, 1996, the Company issued
6,537,800  shares of common stock for noncash consideration, primarily comprised
of  services, to certain of its shareholders.  Management has estimated the fair
value  of  these shares based on the initial per share cash contribution to form
the Company, as there were no events which would indicate a change in this value
prior  to  the  Company  receiving  a  Notice of Allowance for the patent on its
identification  technology  in  December  1996.  Compensation expense recognized
related  to  these  stock  issuances  totaled  $1,634.

In  conjunction  with  the  Information  Resources  Engineering  ("IRE") license
agreement,  in  1997, the Company issued 121,000 shares of common stock for cash
consideration  of  $140,000,  or  approximately  $1.16 per share.  As additional
non-monetary  consideration  for these shares, IRE will perform certain research
and development expenses on behalf of the Company for which the Company will not
be  billed  (see  Note  9).



7.  SHAREHOLDERS'  EQUITY  (DEFICIT)  (CONTINUED)

During  the  period  from  September  15, 1997 to December 31, 1997, the Company
issued  32,333 shares of common stock at an average price of approximately $5.00
per  share  prior  to  recognition
of  $19,078 in stock issuance costs.  The net cash consideration received by the
Company  was  $142,587.

                                                                            F-15

In  1998,  the  Company  issued  22,500  shares  of common stock in exchange for
marketing  services.  Advertising  expense  related  to  this  issuance  totaled
$45,000.

In  1999,  the  Company  issued  101,750  shares of common stock in exchange for
professional  fees  and  marketing  services.  Professional fees and advertising
expense  related  to  these issuances totaled $138,000 and $4,165, respectively.

The  following  number of potentially convertible shares of common stock related
to  convertible  debentures,  warrants,  and  stock  options  are  as  follows:

<TABLE>
<CAPTION>
                                                      DECEMBER 31
                                                      1999     1998
                                                   --------  -------
<S>                                               <C>        <C>
For conversion of convertible debentures . . . .     92,500        -
Outstanding warrants . . . . . . . . . . . . . .    917,000   80,000
Outstanding stock options. . . . . . . . . . . .    766,000  516,000
Possible future issuance under stock option plan    617,148        -
                                                   --------  -------
Total shares potentially convertible . . . . . .  2,392,648  596,000
                                                  =========  =======
</TABLE>




                                                                            F-16
8.  STOCK  OPTION  PLAN

During  1997,  the  Company's  Board of Directors approved the granting of stock
options  to certain employees and non-employee members of the Board of Directors
as  compensation  for  their  services  as  members  of  the  Company's Board of
Directors.  Prior  to  1997, the Company had not previously issued stock options
to  its  employees  or  its  directors.

In October 1999, the Company's Board of Directors approved the 1999 Stock Option
Plan  (the  "Plan").  Under  the  Plan,  options to purchase 1,383,148 shares of
common  stock  may be granted to employees, directors, and eligible individuals,
as  determined  by  the  Compensation Committee.  The Plan is intended to create
additional  performance  incentives  for  directors,  officers,  employees,
consultants  and  advisors  of  the Company.  The incentive stock options may be
granted  at an exercise price not less than the fair market value on the date of
grant  and  shall  vest  over  a  period  of  two  years.

The  following  table  summarizes  stock  option  activity  for  the years ended
December  31,  1997  and  1998  and  1999:

<TABLE>
<CAPTION>



                                                WEIGHTED
                                                 AVERAGE    WEIGHTED
                                     NUMBER OF  EXERCISE     AVERAGE    EXERCISE PRICE
                                      OPTIONS     PRICE    FAIR VALUE        RANGE
                                     ---------  ---------  -----------  ---------------
<S>                                  <C>        <C>        <C>          <C>
Outstanding as of December 31, 1996          -          -            -                -
Granted . . . . . . . . . . . . . .    300,000  $    1.00  $      5.00  $          1.00
Forfeited . . . . . . . . . . . . .          -          -            -                -
Expired . . . . . . . . . . . . . .          -          -            -                -
Outstanding as of December 31, 1997    300,000  $    1.00  $      5.00  $          1.00
                                     ---------  ---------  -----------  ---------------
Granted . . . . . . . . . . . . . .    216,000  $    1.00  $      5.00  $          1.00
Forfeited . . . . . . . . . . . . .          -          -            -                -
Expired . . . . . . . . . . . . . .          -          -            -                -
Outstanding as of December 31, 1998    516,000  $    1.00  $      5.00  $          1.00
                                     ---------  ---------  -----------  ---------------
Granted . . . . . . . . . . . . . .    300,000  $     .50  $       .37  $   .32 - $1.38
Forfeited . . . . . . . . . . . . .          -          -            -                -
Expired . . . . . . . . . . . . . .     50,000  $    1.00  $      5.00  $          1.00
Outstanding as of December 31, 1999    766,000  $     .80  $      3.19  $   .32 - $1.38
                                     =========  =========  ===========  ===============

Exercisable as of December 31, 1999    565,000
                                     =========
</TABLE>



The  weighted-average  remaining  contractual  life of options outstanding as of
December  31,  1999  is  5.8  years.

                                                                            F-17
8.  STOCK  OPTION  PLAN  (CONTINUED)

All of the stock options granted during 1998 were immediately vested at the date
of  grant.  Total expense recognized in 1998 for option grants totaled $933,425.
Stock  options granted in 1999 vest over a two year period.  No expense has been
recognized  during 1999, as all stock options granted in 1999 are exercisable at
the  fair  market value on the date of grant.  In accordance with the provisions
of APB 25 and FAS 123, the Company chose to account for stock-based compensation
through  the  Black-Scholes option pricing model.  If the Company had elected to
recognize  compensation cost based on the fair value of options at grant date as
prescribed  by  FAS  123,  the  Company's  net  loss  would  be  as  follows:

<TABLE>
<CAPTION>



                                1999        1998
                              ---------  -----------
<S>                           <C>        <C>
Net loss reported. . . . . .  $939,741   $1,426,725
Net loss pro forma . . . . .   950,230    1,486,573

Net loss per share reported.  $   (.11)  $     (.17)
Net loss per share pro forma      (.12)        (.18)
</TABLE>



To  determine  the impact of FAS 123, the fair value of these option grants were
estimated  on  the  date  of grant using the Black-Scholes method based upon the
following  assumptions:
<TABLE>
<CAPTION>

                               1999   1998
                               -----  -----
<S>                            <C>    <C>
Risk-free interest rate . . .   5.8%   5.5%
Expected years until exercise     2      4
Expected stock volatility . .   157%   118%
Dividend yield. . . . . . . .     0%     0%
</TABLE>


                                                                            F-18

9.  INFORMATION  RESOURCES  ENGINEERING  AGREEMENT

On  July  30,  1997, the Company and IRE entered into a patent license agreement
(the  "Patent  License  Agreement"),  whereby,  in exchange for consideration of
$10,000  in  cash  and  IRE's  commitment  to  conduct  research and development
programs  to  develop prototypes of products utilizing the Company's fingerprint
identification technology, IRE was granted an exclusive worldwide license to the
use  of  the  Company's patented technology in the markets defined in the Patent
License Agreement.  In addition, the Company is entitled to receive royalties of
5%  of the net selling price, as defined in the Patent License Agreement, of all
products  sold  by  IRE  which  use  the  Company's  fingerprint  identification
technology.

IRE  has  agreed  to consider proposals of sublicenses from any of the Company's
prospective  licensees  for  the use of the Company's fingerprint identification
technology in the markets in which IRE was granted an exclusive license.  In the
event  that  the Company, with IRE's consent, sells licenses to other parties in
IRE's  exclusive  markets,  the  Company  will be required to pay IRE 50% of the
gross  royalty  income  it  receives  from  these  licenses.

Under  the  Patent  License  Agreement,  the  Company  was granted the rights to
license  the  technology developed by IRE in markets in which IRE was granted an
exclusive license.  The Company is not required to pay IRE any royalty from such
licenses.

As part of the Patent License Agreement, the Company agreed to sell or cause its
existing  shareholders  to  sell to IRE 1,120,660 shares of the Company's common
stock, which represented 13.7% of the outstanding common stock of the Company on
a fully diluted basis on the effective date of the Patent License Agreement, for
total  consideration  of $290,000 or $.26 per share.  The Company issued 121,000
shares  of  common  stock  to  IRE  for cash consideration of $1.16 per share or
$140,000  (see  Note  7)  and  the  Company's  existing shareholders sold to IRE
999,660  shares  for  total  consideration  of  $150,000.

If  IRE  has  not commercially developed the licensed technology to a reasonable
level by July 30, 2001, the Company shall have the right to terminate the Patent
License  Agreement for a payment of $10,000.  If the Company elects to terminate
the  Patent  License Agreement, IRE can require the Company to repurchase all or
part  of  the  1,120,660  shares  of the Company's common stock purchased by IRE
pursuant  to  the  Patent  License  Agreement  at  a  price  of  $.26 per share.


                                                                           F-19

9.  INFORMATION  RESOURCES  ENGINEERING  AGREEMENT  (CONTINUED)

As  discussed  above,  IRE  is  performing  research and development services on
behalf of the Company for which the Company is not required to reimburse IRE for
the  costs incurred in such research and development effort.  The costs incurred
by  IRE  on  the  Company's  behalf  are recorded by the Company as research and
development  expenses  and  as  a  capital contribution which is reflected as an
increase in additional paid-in capital because the performance of these services
represents  a  part  of the purchase price of the shares of common stock sold to
IRE  by  the  Company  (see  Note  7).  IRE  has  incurred  $663,165 in costs in
developing the licensed technology through December 31, 1999, which is reflected
in  the  accompanying  financial  statements.

10.  INCOME  TAXES

Under  Statement of Financial Accounting Standards No. 109 Accounting for Income
Taxes,  a  deferred  tax  asset  is  established  for the complete amount of tax
benefits  available  in  future  periods from the assumed realization of tax net
operating loss carryforwards (NOL) and tax credits.  In addition, a deferred tax
asset  or  liability  is  established for the complete amount of tax benefits or
liabilities  from  the  assumed  effect  of  temporary differences.  A valuation
allowance  is  established  to adjust the deferred assets to their estimated net
realizable  value.


                                                                            F-20
10.  INCOME  TAXES  (CONTINUED)

Significant  components  of the Company's deferred tax assets and liabilities at
December  31,  1999  and  1998  are  as  follows:

<TABLE>
<CAPTION>
                                                   1999          1998
                                               ------------  ------------
<S>                                            <C>           <C>
NOL carryforwards . . . . . . . . . . . . . .  $   595,695   $   237,564
Deferred tax assets related to temporary
   differences as follows
   Deferred revenue . . . . . . . . . . . . .       30,070        36,244
   Stock-based compensation . . . . . . . . .      821,720       883,006
   Amortization . . . . . . . . . . . . . . .        1,820
   Tax credits. . . . . . . . . . . . . . . .       11,385         1,322
Total deferred tax assets . . . . . . . . . .    1,460,695     1,158,136
                                               ------------  ------------
Valuation allowance . . . . . . . . . . . . .   (1,460,695)   (1,158,136)
Net deferred tax assets . . . . . . . . . . .            -             -
                                               ------------  ------------
Deferred tax liabilities related to temporary
   differences: . . . . . . . . . . . . . . .            -             -
Net deferred taxes. . . . . . . . . . . . . .  $         -   $         -
                                               ============  ============
</TABLE>


As  of  December  31,  1999  and  1998,  the  Company  had  net  operating  loss
carryforwards  for  tax  purposes  of  approximately  $1,545,000  and  $610,000,
respectively.  Such carryforwards will begin to expire in 2011.  The utilization
of  the  federal  net  operating loss carryforwards may be subject to limitation
under  the  rules  regarding  a  change  in stock ownership as determined by the
Internal  Revenue  Code.  No  benefit  for the losses has been recognized in the
accompanying  financial  statements, due to uncertainty of the Company's ability
to  generate  taxable  income  in  the  future.

                                                                           F-21

11.  SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE

Following  is  an  analysis  of  selling,  general  and  administrative expenses
incurred  by  the  Company  for  the  years  ended  December  31, 1999 and 1998:

<TABLE>
<CAPTION>
                                    1999       1998
                                  --------  ----------
<S>                               <C>       <C>
Commission expense . . . . . . .  $  7,375  $    2,750
Marketing expense. . . . . . . .   102,400     118,323
Salaries . . . . . . . . . . . .    69,953      43,625
Professional fees. . . . . . . .   316,505     129,435
Noncash stock-based compensation         -     933,425
Other. . . . . . . . . . . . . .    84,355      57,346
                                  --------  ----------
                                  $580,588  $1,284,904
                                ==========  ==========
</TABLE>

12.  NONEXCLUSIVE  LICENSING  AGREEMENT

On  March  30, 1999, the Company entered into a nonexclusive licensing agreement
with  Protek,  in  which  Protek will act as a marketing agent and will sell the
Company's  licenses  to  third  parties.  Upon  the  execution of the agreement,
Protek  received  a  credit  totaling  $2,625,000  for  future  purchases of the
Company's  licenses.  The  unused  portion,  if  any, of this credit will expire
seven years after the execution of the license agreement.  In addition, for a 20
year  period  beginning on the date of the execution of the agreement, Protek is
entitled  to  (1) a sales commission fee ranging between five and ten percent of
the  initial  license  fees  and  manufacturing surcharges and (2) a license fee
percentage  ranging  between  fifteen  and  fifty  percent  of all license fees,
manufacturing  surcharges  and  other  revenues  the  Company  receives  through
Protek's  licensing  agreement, less all sales commissions paid to Protek and to
unaffiliated  third  parties,  during  the  entire  20-year  period.


                                                                           F-22
13.  COMMITMENTS  AND  CONTINGENCIES

The  Company  leases  its  office  facility  under  an  operating lease which is
renewable  on  an  annual basis.  Rental expense for this lease in 1999 and 1998
was  approximately  $7,146  and  $1,800,  respectively.

The  Company  is  subject  to  various  legal  matters in the ordinary course of
business.  In  the  opinion  of  management,  the  ultimate  outcome of any such
matters  will  not  have  a  material adverse effect on the financial condition,
results  of  operations  or  cash  flows  of  the  Company.

14.  DISCLOSURE  ABOUT  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The following disclosures of estimated fair values were determined by management
using  available  market  information  and  appropriate valuation methodologies.
Considerable  judgment  is  necessary  to  interpret  market  data  and  develop
estimated  fair  value.  Accordingly,  the  estimates  presented  herein are not
necessarily  indicative  of  the  amounts  that  the Company should realize upon
disposition  of  the   financial  instruments.  The   use  of  different  market
assumptions  and/or  estimation  methodologies may have a material effect on the
estimated  fair  value.  The  carrying  amounts  and estimated fair value of the
Company's  financial  instruments  at  December  31,  1999,   were  as  follows:




<TABLE>
<CAPTION>



                                                 FAIR
                             CARRYING AMOUNT    VALUE
                             ----------------  --------
<S>                          <C>               <C>
Cash and cash equivalents .  $         62,986  $ 62,986
Notes receivable. . . . . .             3,270     3,270
Short-term convertible debt           129,000   223,067
Long-term convertible debt.           150,834    76,052
</TABLE>



The  fair  values  for  the  Company's short and long-term convertible debt were
estimated  using discounted cash flow analysis, based on the Company's estimated
incremental  borrowing  rate the Company would have likely incurred in the event
of  securing  the  debt  without  warrants.

15.  SUBSEQUENT  EVENTS

On  February  22,  2000,  the Company executed a non-binding letter of intent to
purchase  all  of  the  outstanding  stock  of  Protek,  subject to a $5 million
commitment  expected  from  an  investor  during  2000.

                          END OF  FINANCIAL STATEMENTS
                                                                            F-23



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

     The Company reported on a Form 8-K filed February 11, 2000, that it changed
independent public accounting firms for the fiscal year ended December 31, 1999.
No  disagreements  existed  or  now  exist between the former accountant and the
Company.

PART  III
---------

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

     The  following  is  a  list  of  the  names  and  ages of all directors and
executive  officers  of  the  Company:

<TABLE>
<CAPTION>



                                                        DIRECTOR OR
NAME                      AGE         POSITION         OFFICER SINCE
------------------------  ---  ----------------------  --------------

<S>                       <C>  <C>                     <C>

William F. Lane            67    Chairman and Treasurer  March 1994

J. Phillips L. Johnston    60    CEO, President          June 1997
                                  and Director

Peter L. Coker             57    Director                February 2000

Ira A. Hunt, Jr. (*)       76    Director                July 1997

Joe S. Wakil, MD           37    Director                July 1999

Glenn J. Kline             37    Director                September 1999

Harold H. Reddick, Jr.     44    Secretary               December 1997
<FN>

     (*)   Mr.  Hunt  resigned  his  seat  on the Board of Directors in February
2000.
</TABLE>



     Mr.  Lane  served  as  Chairman,  President,  Treasurer and Chief Executive
Officer  of  the Company from March 1994 to September 1999.  He currently serves
as  Chairman  of the Board and Treasurer and his term of office as a Director is
set  to  expire in May 2000.  He is the Company's founder and has been active in
various  industries  for over thirty-five years.  Mr. Lane has been president of
three  different  trade  associations  and served the State of North Carolina as
Assistant  Secretary of Commerce for three years and as a Deputy Commissioner of
Motor  Vehicles for two years.  Mr. Lane was the founder of four companies which
he  later  sold  to  public companies.  Mr. Lane is a graduate of North Carolina
State   University.   He   is  also   a graduate  of  The  National  Association
Of  Small Business Investment Companies Management  School  and  the  Governor's
Executive  Management  Program.

     Mr.  Johnston  has  served  the Company as a Director since June 1997.  His
term  of  office  as  a Director is set to expire in May 2000.  Mr. Johnston was
formerly  the  Chairman,  President  and  CEO  of  Pilot Therapeutics, Inc. from
October  1998  to September 1999, Digital Recorders, Inc. (NASDAQ-TBWS) for nine
years until April 30, 1998, DataPix, Inc. and Currier Piano Company.  He was the
CEO  and Chairman of Norman Perry and Chantry Lamp Company and the Erwin-Lambeth
Company.  He  is  the former administrator of North Carolina Credit Unions.  Mr.
Johnston  is  a  co-founder  and  founding  Chairman  of  the Board of the North
Carolina  Electronics  and  Information  Technology  Association.  In  1997, Mr.
Johnston  was  named  the  Emerging  Entrepreneur of the Year by the Council for
Entrepreneurial  Development.  Mr.  Johnston  has a Bachelor degree in Economics
from Duke University and a Doctor of Jurisprudence degree from the University of
North  Carolina  Chapel  Hill  Law  School.  Additionally,  he attended New York
University  Business  School  and  the  John  F. Kennedy School of Government at
Harvard  University.

     Mr.  Coker  has  served  the Company as a Director since February 28, 2000.
His term of office as a Director is set to expire in May 2000.  Mr. Coker is the
Senior  Managing  Director  of  Capital  Investment Partners, LLC, the Company's
investment  banker  since 1994.  Mr. Coker is a graduate of North Carolina State
University.

     Mr. Hunt has served the Company as a Director since July 1997.  His term of
office  as a Director is set to expire in March 2000.  Mr. Hunt is a graduate of
the  United  States  Military  Academy  in  West  Point,  New  York.  He  served
thirty-three  years  in various command and staff positions in the United States
Army  before  retiring  from  active  service  as  a  Major  General  in  1976.
Subsequently,  Mr. Hunt was President of Pacific Architects and Engineers in Los
Angeles,  California,  and  as  a  Vice  President  of  Frank  E. Basil, Inc. in
Washington,  DC;  both organizations maintain worldwide operations focusing upon
security  matters.  Currently,  Mr.  Hunt serves as a Director of IRE.  Mr. Hunt
has  a  Masters  of  Science  degree in civil engineering from the Massachusetts
Institute  of Technology, an MBA from the University of Detroit, a Doctor of the
University  degree  from  the  University  of  Grenoble, France, and a Doctor of
Business  Administration  degree  from  George  Washington  University.

     Dr.  Wakil  has served the Company as a Director since July 1999.  His term
of  office  as  a  Director  is  set  to expire in May 2000.  Dr. Wakil has over
fifteen  years  of  experience  in  the  medical products industry.  In 1983, he
co-founded  Corazonix  Corporation,  a  cardiovascular  instrument  manufacturer
concentrating in the ultrasound and electrophysiology products areas.  Corazonix
eventually  licensed technologies to A.H. Robins, Hewlett Packard and Arrhythmia
Research  Technologies.  In  1986,  Dr.  Wakil founded Eyesys Technologies, Inc.
("Eyesys"),  a  technology  development  company focusing on the eye-care field.
Eyesys  has grown to become a $10 million operation and is largely credited with
establishing  the  field  of  corneal  topography.  Eyesys markets and sells its
products worldwide to over 30,000 ophthalmologists and optometrists in more than
80  countries.  Dr.  Wakil  has  held  various  positions with Eyesys, including
President,  CEO  and Chairman of the Board.  In 1997, Eyesys was sold to Premier
Laser  Systems, Inc.  Dr. Wakil has served on the boards of several wellness and
prevention  companies,  including  Science  Based Health, Inc., an international
laser  refractive  surgery  center  operator  with  over  $24  million in annual
revenues.  His  formal  education  includes  a  Bachelor  of  Science  degree in
Biomedical   Engineering   from   Duke  University,  a  Master's  in  Electrical
Engineering  from  Rice  University, and a medical degree from Baylor College of
Medicine  in  Houston,  Texas.  Dr.  Wakil  is  also  on  the  boards  of  Tray
Technologies,  LLC  and  Aris  Vision  Institute.

     Mr.  Kline  has served the Company as a Director since September 1999.  His
term  of  office  as  a  Director  is  set  to expire in May 2000.  Mr. Kline is
currently  the  managing director of Centennial Venture Partners, LLC, a venture
capital  investment  firm,  and he has served in such capacity since February of
1998.  During  the  period  from September 1994 to January 1998, Mr. Kline was a
senior  director  of  Del  Monte  Foods  Co. and served as head of the Strategic
Planning  and  Business  Development  Group.  Mr. Kline received his Bachelor of
Arts degree from Pomona College and his Master's of Business Administration from
UCLA.

     Mr.  Reddick  has  served the Company as its Secretary since December 1997.
His  term  of  office  as  the Company's Secretary expires in March 2000.  Since
1992,  Mr.  Reddick  has  served  as an independent financial advisor, marketing
consultant  and  management  advisor  to  early-stage  companies.  Mr.  Reddick
attended  Wake  Forest  University  and  graduated  from  North  Carolina  State
University.

SIGNIFICANT  EMPLOYEES  OR  CONTRACTORS

     Katherine  A. Chandler is an independent contractor and has been engaged to
provide  controller  services  to  the  Company.  Ms.  Chandler  formed Chandler
Consulting,  Inc.  ("CCI")  in 1997.  CCI provides temporary controller services
and performs all types of finance related projects for small businesses.  During
the  period  from  1992  to  1997,  Ms.  Chandler served as Finance Director for
Qualex,  Inc.,  a  photofinishing company with $1 billion in revenues and 12,000
employees.  Prior  to  Qualex,  Ms.  Chandler was a senior accountant at Ernst &
Young,  LLP.  Ms. Chandler received her Bachelor of Science degree in accounting
from  the  University  of  North  Carolina  at  Chapel  Hill.

     Edward  M.  Collins  is  engaged  as  the  assistant to the President.  Mr.
Collins  received  his  Bachelor  of  Arts  degree  from the University of North
Carolina  at  Charlotte  in  1992  and expects to receive his Master of Business
Administration  from  Wake Forest University in May 2000.  Mr. Collins served as
an  intern in the Information Technology Special Projects Unit at Carolina Power
&  Light  during  the  Summer of 1999 and was a Senior Application Consultant at
Marsh Software Systems from 1995 to 1998 and an Application Consultant for Marsh
from  1992  to  1995.

     Mr.  Bill Daubenmier is the Chief Information Officer of the Company and is
responsible  for  both  the  Internet  and  Intranet.


SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Each  of  the following individuals and entities failed to timely file with
the  SEC  his  or  her  Form  3,  initial  report of beneficial ownership of the
Company's  securities:  J.  Phillips  L.  Johnston,  William  F. Lane, Harold H.
Reddick,  Jr.,  Kaye B. Amick, Ira Hunt, Glen J. Kline, and Information Resource
Engineering, Inc. To the Company's knowledge, Joe S. Wakil, one of the Company's
directors,  has  not yet filed his required Form 3.  In addition, J. Phillips L.
Johnston  and  William  F.  Lane  each  failed  to timely file one Form 4 report
reflecting,  for  each  individual,  one  open  market purchase of the Company's
securities.

ITEM  10.     EXECUTIVE  COMPENSATION.

     The  following  table  sets  forth certain information regarding the annual
compensation  for  each  of the last three years for each of the two individuals
who  served  as  the  Company's  Chief  Executive Officer during 1999.  No other
executive  officer  of the Company earned more than $100,000 in salary and bonus
during  the  fiscal  year  ended  December  31,  1999:

<TABLE>
<CAPTION>
                 SUMMARY COMPENSATION TABLE


                                      ANNUAL COMPENSATION
                                      -------------------
Name and                             Year          Salary
Principal Position                                  ($)
                                    -------        --------

<S>                              <C>             <C>
                                          1999    $ 37,500
J. Phillips L. Johnston,. .               1998    $      0
President and CEO (1) . . .               1997    $      0



                                          1999    $ 30,000
William F. Lane . . . . . .               1998    $ 26,125
Chairman and  Treasurer (2)               1997    $  4,320
__________________
<FN>


          (1)     Mr.  Johnston is the current President and CEO of the Company.
The  effective  date of his appointment to such positions was September 1, 1999.
Mr.  Johnston  is  currently  serving as an officer of the Company pursuant to a
written  employment  agreement.  Under  this  employment agreement, Mr. Johnston
receives  the following compensation:  (a) annual salary of $150,000, subject to
possible increases once the Company has raised additional capital; (b) incentive
stock  options  to  purchase  250,000  shares of the Company's common stock at a
strike price of $.312 per share, to vest annually - over three years, subject to
the  terms  and conditions of the Company's 1999 Incentive Stock Option Plan (as
described below); (c) eligibility for additional stock options, salary increases
and  bonuses   based   on   the   attainment   of  mutually  agreed  upon annual
milestones; (d)  participation  in  employee  benefit  plans made available from
time  to  time  to the Company's executive officers; and (e) the arrangement  is
deemed to be at will so that either party may terminate the arrangement  at  any
time  for  any     reason.

          (2)     Mr.  Lane served as the Company's CEO and President from March
1994  to  September  1999.  He  currently  serves  as the Company's Chairman and
Treasurer.
</TABLE>


STOCK  OPTION  PLAN

     The  Company's  Board of Directors approved the Company's 1999 Stock Option
Plan  (the  "Plan")  in  October  1999.  The  Plan  will  be  presented  to  the
shareholders  at  the  next  annual meeting.  Prior to adoption of the Plan, the
Company  issued  options  (non-qualified)  to  purchase  516,000  shares  of the
Company's  common  stock  to officers, directors and consultants of the Company.
The  purchase  price  for shares pursuant to such non-qualified options is $1.00
per  share.

     The  purpose  of  the  Plan  is  to  enable the Company to offer to its key
employees,  officers,  directors,  consultants  and  sales representatives whose
past,  present  and/or  potential contributions to the Company have been, are or
will  be  important  to  the success of the Company, an opportunity to acquire a
proprietary  interest  in  the  Company.  The  total  number  of  shares  of the
Company's common stock reserved and available for distribution under the Plan is
1,383,148  shares.  These shares will underlie the options issued by the Company
pursuant to the Plan.  The option holders will not be protected against dilution
if  the  Company  should  issue  additional  shares  in the future.  Neither the
options  nor the shares underlying the options have preemptive rights.  For more
information  regarding  the  Plan,  see  Exhibits 6.07 and 6.08 attached hereto.

     The  Company  has granted Directors of the Company non-qualified options to
purchase  Company  common  stock  during  the  last  fiscal  year  as  follows:


<TABLE>
<CAPTION>

                           OPTIONS GRANTS IN LAST FISCAL YEAR
                                  (INDIVIDUAL GRANTS)


                          Number of   Percent Of Total
                         Securities    Options Granted
                         Underlying    to Employees In    Exercise Or
                           Options         Fiscal         Base Price
Name                     Granted (#)        Year            ($/Sh)      Expiration Date
-----------------------  -----------  -----------------  -------------  ---------------
<S>                      <C>          <C>                <C>            <C>
J. Phillips L.. . . . .   250,000(*)                83%  $         .32    September 2009
Johnston - CEO

William F. Lane . . . .            0                --              --               --

Joe S. Wakil, M.D.. . .       50,000                17%  $        1.38      August 2009
_______________________


<FN>


          (*)     These  options were granted to Mr. Johnston pursuant to an employment
agreement  dated  November  9,  1999.
</TABLE>

<TABLE>
<CAPTION>


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



                       Number of
                      Securities         Value Of
                      Underlying       Unexercised
                      Unexercised      In-The-Money
                    Options At FY-    Options At FY-
                        End (#)          End ($)
                     Exercisable/      Exercisable/
Name                 Unexercisable    Unexercisable
------------------  ---------------  ----------------
<S>                 <C>              <C>
J. Phillips L. . .         133,000/  $        25,979/
Johnston - CEO . .          167,000  $         52,271

William F. Lane. .          100,000                --

Joe S. Wakil, M.D.           50,000                --
</TABLE>



ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

     The following table sets forth certain information regarding the beneficial
ownership  of  the shares of the Company's common stock as of March 15, 2000, by
(i)  each  person who is known to the Company to be the beneficial owner of more
than  five  percent  (5%)  of the issued and outstanding shares of the Company's
common  stock,  (ii)  each director of the Company individually, (iii) the Named
Executive,  and  (iv)  all  directors  and  executive  officers  as  a  group:



<TABLE>
<CAPTION>
NAME AND ADDRESS                        AMOUNT AND NATURE OF SHARES    PERCENT OF CLASS
OF BENEFICIAL OWNER                       BENEFICIALLY OWNED (1)          OUTSTANDING
----------------------------------      -------------------------      -----------------
<S>                                      <C>                           <C>

William F. Lane (2)(3)(4)                                   2,513,704             30.82%
2506 W. Nash Street
Suite C
Wilson, NC 27896

J. Phillips L. Johnston (3)(4)                                301,000              5.10%
Venture Bldg. II
NCSU Centennial Campus
920 Main Campus Drive
Suite 400
Raleigh, NC  27606

Ira A. Hunt, Jr.                                              490,000              8.57%
7102 Capitol View Drive
McLean, VA  22101



Peter L. Coker (3)                                            420,000              5.01%
Capital Investment Partners, LLC
17 Glenwoon Ave.
Raleigh, NC  27603

Joe S. Wakil, M.D. (3)                                         97,006              2.21%
2928 Carnagie Street
Houston, TX  77005

Glenn J. Kline (3)                                                  0              0.00%
Venture Bldg. II
NCSU Centennial Campus
920 Main Campus Drive
Raleigh, NC  27606


Kaye B. Amick                                                  858,939            10.25%
1809 Faison Road
Durham, NC  27896

Information Resource Engineering, Inc.                      1,120,660             13.37%
8029 Corporate Drive
Baltimore, MD  21236


All Directors and Executive
Officers as a Group (6 persons)                             3,331,710             41.99%

<FN>

          (1)     Includes  shares  as    to   which  such persons have the right to
                  acquire  beneficial ownership  upon  exercise of options which are
                  exercisable within sixty (60) days  hereof, as follows: Mr. Lane -
                  100,000; Mr. Hunt - 250,000; Mr. Johnston - 133,000; and Mr. Wakil
                  -  90,000.

          (2)     Mr.  Lane  owns  his  shares  as a joint tenant with his wife,
                  Barbara  D. Lane.

          (3)     Director  of  the  Company

          (4)     Named  Executive  Officer  of  the  Company.
</TABLE>



ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     Director  Hunt  loaned  the  Company  $5,460  in the Summer of 1999 and was
repaid  in  full  in  July  1999.

     In  September  1999, Director Joe S. Wakil received $5,000 from the Company
to  conduct  a  marketing  study  for  the  Company.  A  payable  of  $2,500  is
outstanding  at  December  31,  1999 and is included in the accounts payable and
accrued  liabilities  in  the  1999  financial  statements.

     At  December  31, 1998, the Company had a loan outstanding in the amount of
$42,750  to  Director  William  F. Lane, that accrued interest at 12% per annum.
This  amount,  together  with  accrued interest, was repaid in April 1999.   The
Company  borrowed  an  additional  $45,000 from Mr. Lane at various times during
1999,  and  repaid  the  entire amount, including interest which accrued between
7.5%  and  12%,  during  1999.

     The Company received management assistance services during 1999 and 1998 in
the  amount of $17,450 and $68,500, respectively, from TelAmeriCard Corporation,
an  entity  owned  by  certain  of  the  Company's  significant  shareholders.

     Chief  Executive Officer J. Phillips L. Johnston loaned the Company $15,000
in March 2000 which remains outstanding and  intends to lend the Company $20,000
in  April  2000.


ITEM  13.  EXHIBITS,  LIST  AND  REPORTS  ON  FORM  8-K.

     (A)  EXHIBITS.
          --------

<TABLE>
<CAPTION>




Exhibit                                                                   Sequential
  No.     Description                                                      Page No.
-------  ----------------------------------------------------------------  ----------
<S>      <C>                                                                <C>

    3    Articles of Incorporation, together with all
         amendments thereto, filed as Exhibit 2.01 to
         the Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

    3.1  Bylaws, filed as Exhibit 2.02 to the
         Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

    4    Form of Debenture Purchase Agreement by
         and among the Company and purchasers of
         the Company's 12% Convertible
         Subordinated Debentures due 2002, filed as
         Exhibit 3.01 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB.

    4.1  Form of 12% Convertible Subordinated
         Debenture Due 2002, filed as Exhibit 3.02
         to the Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

    4.2  Registration Rights Agreement, dated as of
         December 31, 1997, between the Company
         and Hutchison & Mason PLLC, filed as
         Exhibit 3.04 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB.


    4.3  Stock Purchase Agreement, dated as of
         August 1, 1997, by and among the
         Company, Li-Pei Wu and William F. Lane
         (as agent for certain sellers), together with
         Addendum to Stock Purchase Agreement of
         even date therewith, filed as Exhibit 3.04 to
         the Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

    4.4  Convertible Debenture, dated September 24,
         1999, made by the Company in favor of
         Centennial Venture Partners, LLC, filed as
         Exhibit 3.05 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB ("CVP").


    4.5  Common  Stock  Purchase  Warrant, dated,
         September 24, 1999, made by the Company in
         favor of CVP (450,000 shares),  filed as
         Exhibit 3.06 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated  herein by
         reference to such Form 10-SB.


    4.6  Common Stock Purchase Warrant, dated
         September 24, 1999, made by the Company
         in favor of CVP (150,000 shares), filed as
         Exhibit 3.07 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB.


    4.7  Common Stock Purchase Warrant, dated
         September 24, 1999, made by the Company
         in favor of CVP (200,000 shares), filed as
         Exhibit 3.08 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB.

    4.8  Common Stock Purchase Warrant, dated
         September 24, 1999, made by the Company
         in favor of CVP (up to $500,000), filed as
         Exhibit 3.09 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB.

    4.9  Investor Rights Agreement, dated as of
         September 24, 1999, by and among the
         Company and certain holders of its capital
         stock, filed as Exhibit 3. 10 to the
         Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

   4.10  Shareholders Agreement, dated September
         24, 1999, by and among the Company and
         certain shareholders and investors, filed as
         Exhibit 3.11 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB.

   10    License Agreement, dated October 1, 1999,
         between the Company and BrentScott
         Associates, LLC, filed as Exhibit 6.01 to the
         Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.


   10.1  Patent License Agreement, dated July 30,
         1997, between the Company and
         Information Resource Engineering, Inc.,
         filed as Exhibit 6.02 to the Registrant's
         Form 10-SB filed as of November 30, 1999,
         filed with the SEC, which is incorporated
         herein by reference to such Form 10-SB.

   10.2  License Agreement, dated October 31,
         1999, between the Company and Revolution
         Labs, Inc. ("Revolution"), together with the
         agreement among the Company, Revolution
         and Protective Technologies, Inc. ("Protek")
         regarding the potential purchase by Protek
         of Revolution's fields of license, filed as
         Exhibit 6.03 to the Registrant's Form 10-SB
         filed as of November 30, 1999, filed with
         the SEC, which is incorporated herein by
         reference to such Form 10-SB.

   10.3  Agreement, dated March 30, 1999, among
         Safe Guard Corporation, Protek, Secure
         Card International, Inc., International
         Biometrics Incorporated, Tele-Guard, Inc.
         and the Company, filed as Exhibit 6.04 to
         the Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

   10.4  License Agreement dated February 2, 1999
         between the Company and Power^Up
         Marketing Corporation, filed as Exhibit 6.05
         to the Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.


   10.5  Debenture Purchase Agreement, dated
         September 24, 1999, between the Company
         and certain purchasers, filed as Exhibit 6.06
         to the Registrant's Form 10-SB filed as of
         November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

   10.6  1999 Stock Option Plan, filed as Exhibit
         6.07 to the Registrant's Form 10-SB filed as
         of November 30, 1999, filed with the SEC,
         which is incorporated herein by reference to
         such Form 10-SB.

   10.7  Form of Incentive Stock Option Agreement,
         filed as Exhibit 6.08 to the Registrant's
         Form 10-SB filed as of November 30, 1999,
         filed with the SEC, which is incorporated
         herein by reference to such Form 10-SB.

   10.8  Employment Agreement between the
         Company and CEO/President Mr. J. Phillips
         L. Johnston, dated November 9, 1999.

   27    Financial Data Schedule.
</TABLE>



(B)     REPORTS  ON  FORM  8-K.

     On  February  11,  2000,  the  Company filed a report on Form 8-K reporting
under  Item  4  that  the Company changed independent public accountants for the
year  ended December 31, 1999 from PriceWaterhouseCoopers, LLP to Ernst & Young,
LLP.



                                   SIGNATURES

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

                              BY   /S/  J.  Phillips  L.  Johnston
                                 ---------------------------------
DATE:  March  30,  2000          J. Phillips L. Johnston, President and CEO


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




SIGNATURE                                       CAPACITY                         DATE
----------------------------   ----------------------------------------    ---------------
<S>                           <C>                                           <C>

 /S/ J. Phillips L. Johnston
----------------------------
  J. Phillips L. Johnston. .   President and Director
                               (Principal Executive Officer)                   March 30, 2000

 /S/ William F. Lane
----------------------------
William F. Lane. . . . . . .   Chairman, Director, and Treasurer
                               (Principal Financial and Accounting Officer)    March 30, 2000

 /S/  Peter L. Coker
----------------------------                                                   March 30, 2000
      Peter L. Coker. . . . .  Director


      Glen J. Kline . . . . .  Director                                        March 30, 2000


      Joe S. Wakil, M.D.. . .  Director                                        March 30, 2000

</TABLE>