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

                                   FORM 10-KSB


[xx] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005

[]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____


                        Commission file Number: 000-28053
                                                ---------


                           INVESTMENT ASSOCIATES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


                                     Nevada
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   98-0204280
                     --------------------------------------
                     (I.R.S. Employer Identification Number)


                         Suite 810, 1708 Dolphin Avenue
                       Kelowna, British Columbia, V1Y 9S4
                   ------------------------------------------
                    (Address of principal executive offices)


                                  (250)868-8177
                           --------------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:    None

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

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. [ X ] Yes [ ] No

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).(check one):  Yes [ X ]    No [  ]

The Issuer's revenues for its fiscal year ended September 30, 2005 were $NIL.

<PAGE>
                                     - 2 -


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) N/A

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

On September 30, 2005, the number of shares outstanding of the registrant's
Common Stock was 1,000,000.

Transitional Small Business Disclosure Format (Check one):  Yes ____; No __X__

<PAGE>
                                     - 3 -


                                     PART I
                                    BUSINESS

Item 1.  Description of Business
--------------------------------

Investment Associates, Inc. (the "Company") was incorporated on July 18, 1997,
under the laws of the State of Nevada to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since inception and has no
operations to date. Other than issuing shares to its original shareholders, the
Company never commenced any operational activities. As such, the Company can be
defined as a "shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

Many states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" or "shell" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Relevant thereto,
each shareholder of the Company has executed and delivered a "lock-up" letter
agreement, affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has successfully
consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company. In order to provide further assurances that no trading
will occur in the Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective stock
certificate with the Company's legal counsel, who will not release these
respective certificates until such time as legal counsel has confirmed that a
merger or acquisition has been successfully consummated. However, while
management believes that the procedures established to preclude any sale of the
Company's securities prior to closing of a merger or acquisition will be
sufficient, there can be no assurances that the procedures established relevant
herein will unequivocally limit any shareholder's ability to sell their
respective securities before such closing.

Management has continued to review prospective merger or acquisition candidates
during the past fiscal year, but as of the date of this report, there is no
agreement between the Company and any third party providing for the Company to
merge or acquire any assets. Management of the Company is of the opinion that
the business objectives of the Company remain viable, despite the Company's
failure to merge with or acquire another business entity to date. Management of
the Company continues to review potential merger candidates and acquisition
opportunities.

Employees
---------

During the fiscal year ended September 30, 2005, the Company had no full time
employees. The Company's President and Secretary and Treasurer have agreed to
allocate a portion of their time to the activities of the Company, without
compensation. These officers anticipate that the business plan of the Company
can be implemented by their devoting minimal time per month to the business
affairs of the Company and, consequently, conflicts of interest may arise with
respect to the limited time commitment by such officers.

Item 2. Description of Property
-------------------------------

Facilities.
-----------
The Company operates from its offices at Suite 810, 1708 Dolphin Avenue,
Kelowna, British Columbia, V1Y 9S4, Canada. This space is provided to the
Company on a rent free basis by Robert Hemmerling, a director of the Company,
and it is anticipated that this arrangement will remain until such time as the
Company successfully consummates a merger or acquisition. Management believes
that this space will meet the Company's needs for the foreseeable future.

<PAGE>
                                     - 4 -


Other Property.
---------------
The Company has no properties and at this time has no agreements to acquire any
properties. The Company intends to attempt to acquire assets or a business in
exchange for its securities which assets or business is determined to be
desirable for its objectives.

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

There are no material legal proceedings which are pending or have been
threatened against the Company of which management is aware.

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

No matter was submitted to vote of security holders during the fourth quarter of
the fiscal year covered by this report.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------

(a)  Market Information. There is presently no trading market for the common
     equity of the Company.

(b)  Holders. There are ten (10) holders of the Company's Common Stock.

As of the date of this report, all of the shares of the Company's Common Stock
are eligible for sale under Rule 144 promulgated under the Securities Act of
1933, as amended, subject to certain limitations included in said Rule. In
general, under Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a one year holding period, under certain circumstances, may sell
within any three month period a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who has satisfied a two year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

(c)  Dividends.

     (1)  The Company has not paid any dividends on its Common Stock. The
          Company does not foresee that the Company will have the ability to pay
          a dividend on its Common Stock in the fiscal year ended September 30,
          2005, unless the Company successfully consummates a merger or
          acquisition and the relevant candidate has sufficient assets available
          to undertake issuance of such a dividend and management elects to do
          so, of which there can be no assurance.

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

The following discussion should be read in conjunction with the Company's
audited financial statements and notes thereto included herein. In connection
with, and because it desires to take advantage of, the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and elsewhere in this report and in any other statement made by, or on the
behalf of the Company, whether or not in future filings with the Securities and
Exchange Commission. Forward looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the Company's control and many of which, with respect
to future business decisions, are subject to change. These uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company. The Company disclaims any obligation to update forward
looking statements.

<PAGE>
                                     - 5 -


(a)  Plan of Operation.
-----------------------

The Company intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
The Company has no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary contact or
discussions with any representative of any other company regarding the
possibility of an acquisition or merger between the Company and such other
company as of the date of this registration statement.

The Company's Board of Directors intends to provide the Company's shareholders
with complete disclosure documentation concerning a potential business
opportunity and the structure of the proposed business combination prior to
consummation of the same, which disclosure is intended to be in the form of a
proxy statement. While such disclosure may include audited financial statements
of such a target entity, there is no assurance that such audited financial
statements will be available. The Board of Directors does intend to obtain
certain assurances of value of the target entity assets prior to consummating
such a transaction, with further assurances that an audited statement would be
provided within sixty days after closing of such a transaction. Closing
documents relative thereto will include representations that the value of the
assets conveyed to or otherwise so transferred will not materially differ from
the representations included in such closing documents, or the transaction will
be voidable.

Because the Company presently has nominal overhead or other material financial
obligations, management of the Company believes that the Company's short term
cash requirements can be satisfied by management injecting whatever nominal
amounts of cash into the Company to cover these incidental expenses. There are
no assurances whatsoever that any additional cash will be made available to the
Company through any means.

Item 7.  Financial Statements
-----------------------------

Our audited financial statements are stated in United States dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.

The following audited financial statements are filed as part of this annual
report:


    Reports of Independent Registered Public Accounting Firm            6 - 7

    Balance Sheet as at September 30, 2005.......................         8

    Statements of Operations for the years ended
        September 30, 2005 and 2004..............................         9

    Statements of Changes in Shareholders' Deficit
         for the period from October 1, 2002
         through September 30, 2005..............................         10

    Statements of Cash Flows for the years ended
         September 30, 2005 and 2004.............................         11

    Notes to the Financial Statements...........................          12

<PAGE>
                                     - 6 -


             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Investment Associates, Inc.


We have audited the balance sheet of Investment Associates, Inc. as of September
30, 2004 and the related statements of operations, changes in shareholders'
deficit and cash flows for the years ended September 30, 2004 and 2003 (not
separately included herein). These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Investment Associates, Inc. as
of September 30, 2004, and the related statements of operations and cash flows
for the years ended September 30, 2004 and 2003 (not separately included herein)
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has incurred recurring losses since inception and has a
working capital deficiency as of September 30, 2004. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



/s/ Cordovano and Honeck, P.C
-----------------------------
Cordovano and Honeck, P.C
Denver, Colorado
December 23, 2004

<PAGE>
                                     - 7 -

Board of Directors
Investment Associates, Inc.
Kelowna, British Columbia
CANADA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Investment Associates, Inc. (a
development stage enterprise) as of September 30, 2005 and the related
statements of operations, stockholders' deficit and cash flows for the year then
ended and for the period from July 18, 1997 (inception) through September 30,
2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Investment
Associates, Inc., as of September 30, 2004 were audited by other auditors
whose report dated December 23, 2004, included an explanatory paragraph that
described the conditions present which raised substantial doubt about the
Company's ability to continue as a going concern.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (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 includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Investment Associates, Inc., as
of September 30, 2005 and the results of its operations, stockholders' deficit
and its cash flows for the year then ended and for the period from July 18, 1997
(inception) through September 30, 2005 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses and has an
accumulated deficit at September 30, 2005. These factors 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 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/Williams & Webster, P.S.
----------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington

January 3, 2006

<PAGE>
                                     - 8 -


INVESTMENT ASSOCIATES, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
--------------------------------------------------------------------------------




                                                   September 30,   September 30,
                                                        2005           2004
                                                    -----------     -----------
ASSETS

CURRENT ASSETS
     Cash                                           $     2,258     $        93
                                                    -----------     -----------

TOTAL ASSETS                                        $     2,258     $        93
                                                    ===========     ===========



LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued liabilities       $     3,500     $     2,000
     Indebtedness to related parties                     11,720           2,720
     Loans payable                                       10,000          10,000
                                                    -----------     -----------

         TOTAL CURRENT LIABILITIES                       25,220          14,720
                                                    -----------     -----------


COMMITMENTS AND CONTINGENCIES                              --              --
                                                    -----------     -----------


STOCKHOLDERS' DEFICIT
     Common stock, 25,000,000 shares
        authorized; $0.001 par value;
        1,000,000 shares issued and
        outstanding                                       1,000           1,000
     Additional paid-in capital                          29,283          29,283
     Accumulated deficit during development stage       (53,245)        (44,910)
                                                    -----------     -----------

         TOTAL STOCKHOLDERS'  DEFICIT                   (22,962)        (14,627)
                                                    -----------     -----------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $     2,258     $        93
                                                    ===========     ===========

   The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>

INVESTMENT ASSOCIATES, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                   From Inception
                                                                                   (July 18, 1997)
                                                     Year Ended      Year Ended        through
                                                    September 30,   September 30,   September 30,
                                                         2005           2004             2005
                                                     -----------     -----------     -----------
<S>                                                  <C>             <C>             <C>
REVENUES                                             $      --       $      --       $      --
                                                     -----------     -----------     -----------

EXPENSES
     Selling, general and administrative expenses          8,335           9,615          57,023
     Loss on write-down of note receivable                  --            18,679          18,679
     Gain on forgiveness of note payable                    --           (22,500)        (22,500)
     Interest expense                                       --                43              43
                                                     -----------     -----------     -----------

        TOTAL EXPENSES                                     8,335           5,837          53,245
                                                     -----------     -----------     -----------


LOSS FROM OPERATIONS                                      (8,335)         (5,837)        (53,245)
                                                     -----------     -----------     -----------


LOSS BEFORE TAXES                                         (8,335)         (5,837)        (53,245)


INCOME TAXES                                                --              --              --
                                                     -----------     -----------     -----------


NET LOSS                                             $    (8,335)    $    (5,837)    $   (53,245)
                                                     ===========     ===========     ===========


     NET LOSS PER COMMON SHARE,
        BASIC AND DILUTED                            $     (0.01)    $     (0.01)
                                                     ===========     ===========


     WEIGHTED AVERAGE NUMBER
        OF COMMON SHARES OUTSTANDING,
        BASIC AND DILUTED                              1,000,000       1,000,000
                                                     ===========     ===========
</TABLE>
                                    - 9 -

   The accompanying notes are an integral part of these financial statements.

<PAGE>
                                     - 10 -
<TABLE>

INVESTMENT ASSOCIATES, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                                     Deficit
                                                             Common Stock                          Accumulated
                                                      --------------------------     Additional      During           Total
                                                       Number                         Paid-In      Development     Stockholders'
                                                       of Shares       Amount         Capital         Stage           Deficit
                                                      -----------    -----------    -----------    -----------     -----------


<S>                                                   <C>            <C>            <C>            <C>             <C>
Balance, July 18, 1997 (Inception)                           --      $      --      $      --      $      --       $      --

    Common stock issued in exchange for services        1,000,000          1,000           --             --             1,000

    Net loss for the year ended September 30, 1997           --             --             --           (1,000)         (1,000)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 1997                             1,000,000          1,000           --           (1,000)           --

    Net loss for the year ended September 30, 1998           --             --             --             --              --
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 1998                             1,000,000          1,000           --           (1,000)           --

    Expenses paid by third party
      on behalf of the Company                               --             --              335           --               335

    Net loss for the year ended September 30, 1999           --             --             --             (335)           (335)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 1999                             1,000,000          1,000            335         (1,335)           --

    Expenses paid by third party
      on behalf of the Company                               --             --           13,870         13,870

    Net loss for the year ended September 30, 2000           --             --             --          (15,370)        (15,370)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 2000                             1,000,000          1,000         14,205        (16,705)         (1,500)

    Third party expenses paid by an affiliate on
      behalf of the company                                  --             --            4,898           --             4,898

    Net loss for the year ended September 30, 2001           --             --             --           (7,618)         (7,618)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 2001                             1,000,000          1,000         19,103        (24,323)         (4,220)

    Third party expenses paid by an affiliate on
      behalf of the company                                  --             --              898           --               898

    Net loss for the year ended September 30, 2002           --             --             --           (6,790)         (6,790)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 2002                             1,000,000          1,000         20,001        (31,113)        (10,112)

    Third party expenses paid by an affiliate on
      behalf of the company                                  --             --            3,190           --             3,190

    Net loss for the year ended September 30, 2003           --             --             --           (7,960)         (7,960)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 2003                             1,000,000          1,000         23,191        (39,073)        (14,882)

    Working capital contributions received
      from an affiliate                                      --             --            6,092           --             6,092

    Net loss for the year ended September 30, 2004           --             --             --           (5,837)         (5,837)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 2004                             1,000,000          1,000         29,283        (44,910)        (14,627)

    Net loss for the year ended September 30, 2005           --             --             --           (8,335)         (8,335)
                                                      -----------    -----------    -----------    -----------     -----------

Balance, September 30, 2005                             1,000,000    $     1,000    $    29,283    $   (53,245)    $   (22,962)
                                                      ===========    ===========    ===========    ===========     ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>
                                     - 11 -
<TABLE>

INVESTMENT ASSOCIATES, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                                         From Inception
                                                                                         (July 18, 1997)
                                                         Year Ended       Year Ended         through
                                                       September 30,     September 30,     September 30,
                                                            2005             2004              2005
                                                        ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                          $     (8,335)    $     (5,837)    $    (53,245)
      Adjustments to reconcile net loss to net cash
         used in operating activities:
           Loss on write-down of note receivable                --             18,679           18,679
           Gain on forgiveness note payable                     --            (22,500)         (22,500)
           Increase (decrease) in accounts payable
              and accrued liabilities                          1,500             (383)           3,500
                                                        ------------     ------------     ------------
           Net cash used by operating activities              (6,835)         (10,041)         (53,566)
                                                        ------------     ------------     ------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
      Issuance of note receivable                               --            (18,679)         (18,679)
                                                        ------------     ------------     ------------
           Net cash used by investing activities                --            (18,679)         (18,679)
                                                        ------------     ------------     ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
      Issuance of common stock                                  --               --              1,000
      Proceeds from issuance of loan payable                    --               --             10,000
      Proceeds from related party advances                     9,000             --             11,720
      Proceeds from issuance of note payable                    --             22,500           22,500
      Capital contributed by an affiliate                       --              6,092           29,283
                                                        ------------     ------------     ------------
           Net cash provided by financing activities           9,000           28,592           74,503
                                                        ------------     ------------     ------------

      NET INCREASE (DECREASE) IN CASH                          2,165             (128)           2,258

CASH, BEGINNING OF PERIOD                                         93              221             --
                                                        ------------     ------------     ------------

CASH, END OF PERIOD                                     $      2,258     $         93     $      2,258
                                                        ============     ============     ============

SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest paid                                     $      --        $         43     $        43
                                                        ============     ============     ============
      Income taxes paid                                 $      --        $      --        $      --
                                                        ============     ============     ============

NON-CASH TRANSACTIONS:
      1,000,000 shares of common stock issued
         for services                                   $      --        $      --        $     1,000
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>
                                     - 12 -

INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Investments Associates, Inc. (the "Company") was incorporated, under the laws of
Nevada on July 18, 1997 to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company's
business plan is to evaluate, structure and complete a merger with, or
acquisition of, a privately owned corporation.

The Company has been in a development stage since its inception on July 18, 1997
and has not realized any revenues from its planned operations. The Company's
year end is September 30.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in
understanding the Company's financial statements. The financial statements and
notes are representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America, and have been
consistently applied in the preparation of the financial statements.

Accounting Method
-----------------
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.

Basic and Diluted Net Loss Per Share
------------------------------------
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. At September 30, 2005,
basic and diluted loss per share are the same, as there are no common stock
equivalents outstanding.

Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Concentration of Risk
---------------------
The Company maintains its cash in primarily one business checking account, the
funds of which are insured by the Federal Deposit Insurance Corporation.

Compensated Absences
--------------------
Currently, the Company has no employees; therefore, no liability has been
recorded in the accompanying financial statements. The Company's policy will be
to recognize the costs of compensated absences when there are employees who earn
such benefits.

<PAGE>
                                     - 13 -

INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


Deferred Offering Costs
-----------------------
Costs related to common stock offerings are recorded initially as a deferred
asset until the offering is successfully completed, at which time they are
recorded as a reduction of gross proceeds in shareholders' equity. If an
offering is not successful, the costs are charged to operations at that time.

Derivative Instruments
----------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133", SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities", and SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities", which is effective for the Company as of
January 1, 2001. These statements establish accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. They require that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. The Company has not entered into
derivatives contracts to hedge existing risks or for speculative purposes.

For the year ended September 30, 2005, the Company has not engaged in any
transactions that would be considered derivative instrument or hedging
activities.

Development Stage Activities
----------------------------
The Company has been in the development stage since its formation and has not
realized any revenue from operations. It will be primarily engaged in
evaluating, structuring, and completing a merger with, or acquisition of, a
privately owned corporation.

Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments as defined by Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of Financial
Instruments," may include cash, receivables, advances, accounts payable and
accrued expenses. All such instruments are accounted for on a historical cost
basis, which, due to the short maturity of these financial instruments,
approximates fair value at September 30, 2005.

<PAGE>
                                     - 14 -

INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


Going Concern
-------------
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company has no revenues, minimal cash, and recurring
losses since inception. These factors, among others, may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. Management's plans are to
engage in evaluating, structuring, and completing a merger with, or acquisition
of, a privately owned corporation. These plans, if successful, will mitigate the
factors which raise substantial doubt about the Company's ability to continue as
a going concern. The Company's continuation as a going concern is dependent upon
continuing capital contributions from an affiliate to meet its obligations on a
timely basis, consummating a business combination with an operating company, and
ultimately attaining profitability. There is no assurance that the affiliate
will continue to provide capital to the Company or that the Company can identify
a target company and consummate a business combination. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Provision for Taxes
-------------------
Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS No. 109"). Under this approach, deferred income taxes are recorded
to reflect the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts at each
year-end. A valuation allowance is recorded against the deferred tax asset if
management does not believe the Company has met the "more likely than not"
standard imposed by SFAS No. 109 to allow recognition of such an asset.

Recent Accounting Pronouncements
--------------------------------
In May 2005, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections," (hereinafter "SFAS No. 154") which replaces Accounting Principles
Board Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion
No. 28". SFAS No. 154 provides guidance on accounting for and reporting changes
in accounting principle and error corrections. SFAS No. 154 requires that
changes in accounting principle be applied retrospectively to prior period
financial statements and is effective for fiscal years beginning after December
15, 2005. The Company does not expect SFAS No. 154 to have a material impact on
its financial position, results of operations, or cash flows.

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets an
amendment of ARB Opinion No. 29." This statement addresses the measurement of
exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, "Accounting
for Nonmonetary Transactions," is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that opinion, however, included certain exceptions to
that principle. This statement amends Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to
Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation" (hereinafter "SFAS No. 123R"). This statement supercedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and its related
implementation guidance. This statement establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of

<PAGE>
                                     - 15 -

INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


those equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for
share-based payment transactions with parties other than employees provided in
SFAS No. 123. This statement does not address the accounting for employee share
ownership plans, which are subject to AICPA Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans." The Company has
determined that there was no impact to its financial statements from the
adoption of this statement.

In November 2004, the Financial Accounting Standards Board issued SFAS No. 151,
"Inventory Costs-- an amendment of ARB No. 43, Chapter 4." This statement amends
the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that ". . . under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and rehandling costs may
be so abnormal as to require treatment as current period charges. . . ." This
statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. This statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Management does not believe the
adoption of this statement will have any immediate material impact on the
Company as the Company maintains no inventory.

Use of Estimates
----------------
The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.

<PAGE>
                                     - 16 -

INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------


NOTE 3 - INCOME TAXES

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:
                                                     For the Years Ended
                                                         September 30,
                                                    ------------------------
                                                       2005          2004
                                                    ----------    ----------
  U.S. statutory federal rate ....................     34.00%        15.00%
  Net operating loss (NOL) for which no tax
      benefit is currently available..............    -34.00%       -15.00%
                                                    ----------    ----------
                                                        0.00%         0.00%
                                                    ==========    ==========


At September 30, 2005, the Company had deferred tax assets before offsetting
valuation allowance calculated at an expected rate of 34% of $18,103. At
September 30, 2004, the Company had deferred tax assets before offsetting
valuation allowance calculated at an expected rate of 15% of $6,737.

As management of the Company cannot determine that it is more likely than not
that the Company will realize the benefit of the its deferred tax assets, a
valuation allowance equal to the deferred tax assets was recorded at the
Company's year-end financial reporting dates.

At September 30, 2005 and 2004, the Company has net operating loss carryforwards
of $53,245 and $44,910, respectfully, which will expire through the year 2025.
The change in valuation allowance from September 30, 2004 to September 30, 2005
is $11,366. This change is primarily due to the change in the Company's net
operating loss carryforwards and the change in management's estimate of
applicable tax rates.

The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced. Reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal Revenue Code, the Company's tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation
which could reduce or defer the utilization of those losses.


<PAGE>
                                     - 17 -


INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
--------------------------------------------------------------------------------



NOTE 4 - LOAN PAYABLE

During the year ended September 30, 2002, an unrelated third party made an
unsecured, non-interest bearing loan to the Company for working capital. The
loan remained unpaid at September 30, 2005 and is due on demand.


NOTE 5 - RELATED PARTY TRANSACTIONS

The Company maintains a mailing address at the offices of RD Capital, Inc. ("RD
Capital"), an affiliate under common control. At this time, the Company has no
need for an office.

RD Capital has assumed responsibility for funding the Company's limited
operations. The Company accounts for such proceeds as contributed capital or as
indebtedness to a related party. During the year ended September 30, 2004, RD
Capital made contributions to the Company totaling $6,092. No capital
contributions were made during the year ended September 30, 2005. Through
September 30, 2005, RD Capital has contributed a total of $29,283 on behalf of
the stockholders, which is included in the accompanying financial statements as
"additional paid-in capital". RD Capital does not expect to be repaid for its
capital contributions to the Company.

At September 30, 2005, the Company owed $11,270 to related parties. This
indebtedness is non-interest bearing and not collateralized. During the year
ended September 30, 2005, RD Capital loaned $9,000 to the Company. During the
year ended September 30, 2001, Strathmore Minerals Corp, an affiliate
corporation under common control, loaned $2,720 to the Company.


NOTE 6 - COMMON STOCK

During the year ended September 30, 1997, the Company issued 1,000,000 shares of
common stock in exchange for services. There have been no issuances of the
Company's common stock after September 30, 1997.

<PAGE>
                                     - 18 -


Item 8. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure
--------------------------------------------------------------------------------

We have engaged new auditors as our independent accountants to audit our
financial statements. The former auditors, Cordovano & Honeck, LLP resigned as
our auditors on December 5, 2005 and on December 5, 2005, our board of directors
approved the change of independent accountants and appointed Williams & Webster,
P.S. as our independent accountants.

During the years ended September 30, 2003 and September 30, 2004, there were no
disagreements with our former accountants, Cordovano & Honeck, LLP, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

During the years ended September 30, 2003 and September 30, 2004, our former
accountant's report on our financial statements contained the qualification that
our financial statements were prepared assuming that we will continue as a going
concern. Given that we have suffered losses from operations and the satisfaction
of liabilities and commitments are dependent upon our ability to meet our future
financing requirements and the success of its future operations, there is
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Other than the qualification regarding uncertainty
of our ability to continue as a going concern, our former accountant's report on
our financial statements did not contain an adverse opinion, a disclaimer of
opinion or qualification or modification as to uncertainty, audit scope or
accounting principles.

We have engaged the firm of Williams & Webster, P.S. as of December 5, 2005.
During the years ended September 30, 2003 and September 30, 2004, Williams &
Webster, P.S. was not consulted on any matter relating to accounting principles
to a specific completed or proposed transaction or the type of audit opinion
that might be rendered on our financial statements. During the years ended
September 30, 2003 and September 30, 2004,Williams & Webster, P.S. did not
provide any written or oral advice that was an important factor considered by it
in reaching any decision as to accounting, auditing or financial reporting
issues.

Item 8A.  Controls and Procedures
---------------------------------

As required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this report, being September 30, 2005, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our management, including our
president and chief executive officer. Based upon that evaluation, our president
and chief executive officer concluded that our disclosure controls and
procedures are effective as of the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our president and chief
executive officer as appropriate, to allow timely decisions regarding required
disclosure.
<PAGE>
                                     - 19 -


                                    PART III

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

Directors are elected for one-year terms or until the next annual meeting of
shareholders and until their successors are duly elected and qualified. Officers
continue in office at the pleasure of the Board of Directors.

The Directors and Officers of the Company as of the date of this report are as
follows:

   Name                            Age        Position
   ----                            ---        --------

   Steven N. Khan                  49         President and Director
   Robert Hemmerling               43         Secretary, Treasurer and Director

All Directors of the Company will hold office until the next annual meeting of
the shareholders and until successors have been elected and qualified. Officers
of the Company are elected by the Board of Directors and hold office until their
death or until they resign or are removed from office.

There are no family relationships among the officers and directors. There is no
arrangement or understanding between the Company (or any of its directors or
officers) and any other person pursuant to which such person was or is to be
selected as a director or officer.

Business Experience
-------------------

The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee, indicating the principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.


Resumes
-------

Steven N. Khan, President and a director of the Company, was appointed to his
positions with the Company on February 24, 2004. Mr. Steven Khan currently
consults for private and public early stage growth companies in all sectors of
industry. He spent close to twenty years in all aspects of the investment
industry, including retail, institutional, corporate finance, capital markets,
and investment banking areas. Mr. Khan has held senior management roles
including serving as President, Chief Executive Officer, and Chairman of a
number of regional and national Canadian investment brokerage houses. Mr. Khan
is currently a consultant or officer of a number of private and public companies
and has raised funds for a variety of companies, with a focus on the natural
resource sector.

Mr. Khan completed his Bachelor of Science and Master of Business degrees at the
University of British Columbia before entering the investment industry. He is a
Fellow of the Canadian Securities Institute, holds a Chartered Financial Analyst
designation, and is a member of the CFA Institute. He devotes only such time as
necessary to the business of the Company, which time is expected to be nominal.

Robert Hemmerling, Secretary, Treasurer and a director, was appointed to his
positions with the Company in July 1997. In addition to his positions with the
Company, since September, 1996, Mr. Hemmerling has been employed with Strathmore
Minerals Corp., Kelowna, British Columbia, in the investor relations department.
Strathmore Minerals Corp. is engaged in the business of acquiring and developing
uranium properties. Prior, from January 1996 through August 1996, Mr. Hemmerling
was unemployed. From January 1992 through December 1995, Mr. Hemmerling was an
electrician with Concord Electric, Kelowna, British Columbia. He devotes only
such time as necessary to the business of the Company, which time is expected to
be nominal.

<PAGE>
                                     - 20 -


Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and person who own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission, provided that there were any changes to such persons
respective stock holdings in the Company during the previous fiscal year. Based
upon information provided to the Company, there have been no changes in the
securities holdings of any person during the past fiscal year.

Family Relationships
--------------------

There are no family relationships among our directors and officers.

Board and Committee Meetings
----------------------------

The Board of Directors of the Company held no formal meetings during the year
ended September 30, 2005. All proceedings of the Board of Directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to the Nevada General Corporate Law and the
By-laws of the Company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.

For the year ended September 30, 2005 our only standing committee of the Board
of Directors was our audit committee.

Audit Committee

Currently our audit committee consists of our entire Board of Directors. We
currently do not have nominating, compensation committees or committees
performing similar functions. There has not been any defined policy or procedure
requirements for shareholders to submit recommendations or nomination for
directors.

During fiscal 2004/2005, there were informal meetings held by this Committee.
The business of the Audit Committee was conducted by resolutions consented to in
writing by all the members and filed with the minutes of the proceedings of the
Audit Committee.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 401(e) of Regulation S-B, and is "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.

We believe that the members of our board of directors are collectively capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated any material revenues to date.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:

<PAGE>
                                     - 21 -


1.       any bankruptcy petition filed by or against any business of which such
         person was a general partner or executive officer either at the time of
         the bankruptcy or within two years prior to that time;

2.       any conviction in a criminal proceeding or being subject to a pending
         criminal proceeding (excluding traffic violations and other minor
         offences);

3.       being subject to any order, judgment, or decree, not subsequently
         reversed, suspended or vacated, of any court of competent jurisdiction,
         permanently or temporarily enjoining, barring, suspending or otherwise
         limiting his involvement in any type of business, securities or banking
         activities; or

4.       being found by a court of competent jurisdiction (in a civil action),
         the Commission or the Commodity Futures Trading Commission to have
         violated a federal or state securities or commodities law, and the
         judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during fiscal year ended September 30, 2005, all filing requirements applicable
to its officers, directors and greater than 10% percent beneficial owners were
complied with.

Code of Ethics
--------------

Effective December 1, 2005, our company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, our company's
President and Secretary (being our principal executive officer, principal
financial officer and principal accounting officer), as well as persons
performing similar functions. As adopted, our Code of Business Conduct and
Ethics sets forth written standards that are designed to deter wrongdoing and to
promote:

1.       honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships;

2.       full, fair, accurate, timely, and understandable disclosure in reports
         and documents that we file with, or submit to, the Securities and
         Exchange Commission and in other public communications made by us;

3.       compliance with applicable governmental laws, rules and regulations;

4.       the prompt internal reporting of violations of the Code of Business
         Conduct and Ethics to an appropriate person or persons identified in
         the Code of Business Conduct and Ethics; and

5.       accountability for adherence to the Code of Business Conduct and
         Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all
of our company's Senior Officers commit to timely, accurate and consistent
disclosure of information; that they maintain confidential information; and that
they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly Senior Officers, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal and state securities laws. Any
Senior Officer who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the

<PAGE>
                                     - 22 -


incident or being told of it, must report it to our company. Any failure to
report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is filed with the Securities and
Exchange Commission as Exhibit 14.1 to our annual report. We will provide a copy
of the Code of Business Conduct and Ethics to any person without charge, upon
request. Requests can be sent to: Investment Associates Inc., Suite 810, 1708
Dolphin Avenue, Kelowna, British Columbia, V1Y 9S4.

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

None of the Company's officers and/or directors receive any compensation for
their respective services rendered unto the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation of a merger or
acquisition. As of the date of this Registration Statement, the Company has no
funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with the Company.

It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.

It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part of the terms
of the proposed transaction, or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this Registration Statement, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.

The Company maintains a policy whereby the directors of the Company may be
compensated for out of pocket expenses incurred by each of them in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during the fiscal year ended September 30, 2005.

There are no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers.

<PAGE>
                                     - 23 -

<TABLE>
<CAPTION>

                                              SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------
                                                                              Long Term Compensation
---------------------------------------------------------------------- -------------------------------------- ----------
                                         Annual Compensation                    Awards            Payouts
-------------------------------- ------------------------------------- -------------------------- ----------- ----------
          (a)             (b)        (c)         (d)          (e)          (f)          (g)          (h)         (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
                                                             Other                                               All
                                                            Annual     Restricted    Securities                 Other
  Name and Principle                                         Comp-        Stock      Underlying      LTIP       Comp-
       Position                    Salary       Bonus      ensation     Award(s)    Option/SARs    Payouts    ensation
                          Year       ($)         ($)          ($)          ($)          (#)          ($)         ($)

------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S>                      <C>     <C>          <C>         <C>          <C>          <C>           <C>         <C>
Robert Hemmerling,       2004/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary, Treasurer     2005       $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------

Steven N. Khan,          2004/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President and Director   2005       $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

Long-Term Incentive Plans
-------------------------

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers, except that our directors
and executive officers may receive stock options at the discretion of our board
of directors. We do not have any material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.

<PAGE>
                                     - 24 -


We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.

Compensation Of Directors
-------------------------

We reimburse our directors for expenses incurred in connection with attending
board meetings. We did not pay director's fees or other cash compensation for
services rendered as a director in the year ended September 30, 2005.

We have no formal plan for compensating our directors for their service in their
capacity as directors, although such directors are expected in the future to
receive stock options to purchase common shares as awarded by our board of
directors or (as to future stock options) a compensation committee which may be
established. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director. No director received and/or accrued
any compensation for their services as a director, including committee
participation and/or special assignments.

<PAGE>
                                     - 25 -


Employment Contracts
--------------------

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. Our directors and
executive officers may receive stock options at the discretion of our board of
directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.

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

The following table provides information regarding the beneficial ownership of
our common stock as of September 30, 2005 by:

     *    each person or entity known by us to be the beneficial owner of more
          than 5% of the outstanding shares of common stock,

     *    each of our directors and named executive officers, and

     *    all of our directors and executive officers as a group.

                  Name and Address            Amount and Nature        Percent
  Title of Class  of Beneficial Owner         of Beneficial Owner      of Class
  --------------  -------------------         -------------------      --------

  Common Stock    David Ward                  304,000 common shares    30.4%
                  4531 Granville Avenue       Direct Ownership
                  Richmond, B. C.
                  V7C 1E3

  Common Stock    Robert Hemmerling (1)       304,000 common shares    30.4%
                  Suite 810                   Direct Ownership
                  1708 Dolphin Avenue
                  Kelowna, B.C.
                  V1Y 9S4

  Common Stock    Steven N. Khan (1)          No Shares Held           0%
                  Director
                  Suite 810
                  1708 Dolphin Avenue
                  Kelowna, B.C.
                  V1Y 9S4

  Common Stock    All Officers and Directors  304,000 common shares    30.4%
                  as a Group (2 persons)

(1) Officer and Director.

The balance of our outstanding common stock is held by eight persons, none of
whom hold 5% or more of our outstanding common stock.

Changes in Control
------------------

We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change in control of our company.



<PAGE>
                                     - 26 -


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

There have been no related party transactions or any other transactions or
relationships required to be disclosed pursuant to item 404 of Regulation S-B.

Item 13.  Exhibits, List and Reports on Form 8-K.
-------------------------------------------------

(A)  Exhibits

Exhibit
Number          Description
--------        ---------------------------------------------------------------
3.1             Articles of Incorporation and amendments thereto, as filed with
                the Issuer's Form 10-SB (file no. 000-28053) filed on
                November 12, 1999 incorporated herein by reference.

3.3             Bylaws as filed with the Issuer's Form 10-SB
                (file no. 000-28053) on November 12, 1999 incorporated
                herein by reference.

4.1             Form of Lock Up Agreement Executed by the Issuer's Shareholders
                as filed with the Issuer's Form 10-SB (file no.000-28053) filed
                on November 12, 1999, incorporated herein by reference.

13.1            Form 10QSB for the Period ended December 31, 2004, filed on
                February 14, 2005, incorporated herein by reference.

13.2            Form 10QSB for the Period ended March 31, 2005, filed on
                May 16, 2005, incorporated herein by reference.

13.3            Form 10QSB for the Period ended June 30, 2005, filed on
                August 9, 2005, incorporated herein by reference.

14.1            Code of Business Conduct and Ethics

31.1            Section 302 Certification of Chief Executive Officer

31.2            Section 302 Certification of Chief Financial Officer

32              Section 906 Certification


(B)  Reports on Form 8-K

None


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

Audit Fees
----------

For the period ended September 30, 2005, the aggregate fees billed by Williams &
Webster, P.S. for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-KSB were $2,500.
For the fiscal year ended September 30, 2004, the aggregate fees billed by
Cordovano & Honeck, P.C. for professional services rendered for the audit of our
annual financial statements included in our annual report on Form 10-KSB were
$2,000.

Audit Related Fees
------------------

For the period ended September 30, 2005, no aggregate fees were billed for
assurance and related services by Williams & Webster, P.S. relating to the
performance of the audit of our financial statements which are not reported
under the caption "Audit Fees" above. For the fiscal year ended September 30,
2004, the aggregate fees billed for assurance and related services by Cordovano
& Honeck, P.C. relating to the performance of the audit of our financial
statements which are not reported under the caption "Audit Fees" above, was
$850.00.


<PAGE>
                                     - 27 -


Tax Fees
--------

For the period ended September 30, 2005, no aggregate fees were billed by
Williams & Webster, P.S. for other non-audit professional services, other than
those services listed above. For the fiscal year ended September 30, 2004, the
aggregate fees billed by Cordovano & Honeck, P.C. for other non-audit
professional services, other than those services listed above, totalled $NIL.

We do not use Williams & Webster, P.S. or Cordovano & Honeck, P.C. for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage Williams & Webster, P.S. or Cordovano & Honeck, P.C. to provide
compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before Williams & Webster, P.S. is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     -    approved by our audit committee (which consists of our entire board of
          directors); or

     -    entered into pursuant to pre-approval policies and procedures
          established by the board of directors, provided the policies and
          procedures are detailed as to the particular service, the board of
          directors is informed of each service, and such policies and
          procedures do not include delegation of the board of directors'
          responsibilities to management.

The board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by
Williams & Webster, P.S. and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining Williams &
Webster, P.S.'s independence.

<PAGE>
                                     - 28 -


                                   SIGNATURES

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

                                            INVESTMENT ASSOCIATES, INC.


Dated:  January 12, 2006                    Per:  /s/ Steven Khan
                                                  ------------------------------
                                                  Steven N. Khan,
                                                  C.E.O., President and Director

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


                                                  /s/ Steven Khan
                                                  ------------------------------
                                                  Steven N. Khan,
                                                  C.E.O., President and Director

                                                  January 12, 2006
                                                  ------------------------------
                                                  Date