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, 2004

[]   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 ]

The Issuer's revenues for its fiscal year ended September 30, 2004 were $0.00.

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

<PAGE>

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, 2004, 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
                                                                --      --
                                        2
<PAGE>

                                     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, 2004, 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.

                                        3
<PAGE>

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,
          2004, 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

                                        4
<PAGE>

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.

(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

The audited financial statements for Investment Associates, Inc. for the year
ending September 30, 2004 are included as part of this Form 10KSB following the
signature page of this Form 10KSB.

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

There were no changes or disagreements with Accountants or Auditors during the
fiscal year ending September 30, 2004.

                                    PART III

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

                                        5
<PAGE>

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                  48             President and Director
Robert Hemmerling               42             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.

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.

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.

                                        6
<PAGE>

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, 2004.

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

                                        7
<PAGE>

<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>
David Ward,              2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President and Director   2004
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Robert Hemmerling,       2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary, Treasurer     2004
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Steven N. Khan,          2004       $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table provides information regarding the beneficial ownership of
our common stock as of September 30, 2004 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
                 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.

                                        8
<PAGE>

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

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, 2003, filed on
               February 17, 2004, incorporated herein by reference.

13.2           Form 10QSB for the Period ended March 31, 2004, filed on May 24,
               2004, incorporated herein by reference.

13.3           Form 10QSB for the Period ended June 30, 2004, filed on August
               16, 2004, incorporated herein by reference.

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

                                        9
<PAGE>


                                   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:  December 23, 2004                   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

                                                  December 23, 2004
                                                  ------------------------------
                                                  Date


                                       10
<PAGE>

                           INVESTMENT ASSOCIATES, INC.

                          Index to Financial Statements
                                                                          Page
                                                                          ----

Independent Auditors' Report ...........................................   F-2

Balance Sheet at September 30, 2004 ....................................   F-3

Statements of Operations for the years ended September 30, 2004 and 2003   F-4

Statement of Changes in Shareholders' Deficit for the period from
     October 1, 2002 through September 30, 2004 ........................   F-5

Statements of Cash Flows for the years ended September 30, 2004 and 2003   F-6

Notes to Financial Statements ..........................................   F-7

<PAGE>


                          Independent Auditors' Report

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. 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 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

                                       F-2
<PAGE>

                           INVESTMENT ASSOCIATES, INC.

                                  Balance Sheet
                               September 30, 2004

 Assets

Current assets:
    Cash .......................................................   $     93
    Note receivable (Note 3) ...................................       --
                                                                   --------

                                                                   $     93
                                                                   ========

                  Liabilities and Shareholders' Deficit

Current liabilities:
    Accounts payable and accrued liabilities ...................   $  2,000
    Indebtedness to related party (Note 2) .....................      2,720
    Loans payable (Note 4) .....................................     10,000
    Note payable (Note 5) ......................................       --
                                                                   --------

                Total current liabilities ......................     14,720
                                                                   --------

Shareholders' deficit:
    Common stock, $.001 par value; 25,000,000 shares authorized,
      1,000,000 shares issued and outstanding ..................      1,000
    Additional paid-in capital .................................     29,283
    Retained deficit ...........................................    (44,910)
                                                                   --------

                Total shareholders' deficit ....................    (14,627)
                                                                   --------

                                                                   $     93
                                                                   ========

                 See accompanying notes to financial statements

                                       F-3
<PAGE>

                           INVESTMENT ASSOCIATES, INC.

                            Statements of Operations

                                                      Years Ended September 30,
                                                     --------------------------
                                                        2004           2003
                                                     -----------    -----------

Costs and expenses:
    Selling, general and administrative expenses .   $     9,615    $     7,960
    Loss on write-down of note receivable (Note 3)        18,679           --
    Gain on forgiveness note payable (Note 5) ....       (22,500)          --
    Interest expense .............................            43           --
                                                     -----------    -----------

                  Loss before income taxes .......        (5,837)        (7,960)
                                                     -----------    -----------

Income tax provision (Note 6) ....................          --             --
                                                     -----------    -----------

                  Net loss .......................   $    (5,837)   $    (7,960)
                                                     ===========    ===========

Basic and diluted loss per share .................   $     (0.01)   $     (0.01)
                                                     ===========    ===========

Weighted average common shares outstanding .......     1,000,000      1,000,000
                                                     ===========    ===========


                 See accompanying notes to financial statements

                                       F-4
<PAGE>

<TABLE>
                           INVESTMENT ASSOCIATES, INC.

                  Statement of Changes in Shareholders' Deficit
<CAPTION>

                                                                        Common Stock                Additional
                                                               --------------------------------      Paid-In     Retained
                                                                   Shares    Par Value   Capital      Deficit       Total
                                                                 ---------   ---------   ---------   ---------    ---------
<S>                                                              <C>         <C>         <C>         <C>          <C>
                                   BALANCE, SEPTEMBER 30, 2002   1,000,000       1,000      20,001     (31,113)     (10,112)

Working capital contributions received from
   an affiliate (Note 2) .....................................        --          --         3,190        --          3,190
Net loss for 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 (Note 2) .....................................        --          --         6,092        --          6,092
Net loss for year ended September 30, 2004 ...................        --          --          --        (5,837)      (5,837)
                                                                 ---------   ---------   ---------   ---------    ---------
                                   BALANCE, SEPTEMBER 30, 2004   1,000,000   $   1,000   $  29,283   $ (44,910)   $ (14,627)
                                                                 =========   =========   =========   =========    =========
</TABLE>

                 See accompanying notes to financial statements

                                       F-5
<PAGE>

<TABLE>
                           INVESTMENT ASSOCIATES, INC.

                            Statements of Cash Flows
<CAPTION>

                                                                             Years Ended September 30,
                                                                               --------------------
                                                                                 2004        2003
                                                                               --------    --------
<S>                                                                            <C>         <C>
Cash flows from operating activities:
      Net loss .............................................................   $ (5,837)   $ (7,960)
      Adjustments to reconcile net loss to net cash
         used by operating activities:
            Loss on write-down of note receivable (Note 3) .................     18,679        --
            Gain on forgiveness note payable (Note 5) ......................    (22,500)       --
            Changes in operating liabilities:
               Accounts payable and accrued liabilities ....................       (383)        883
                                                                               --------    --------
                                       Net cash used in operating activities    (10,041)     (7,077)
                                                                               --------    --------

Cash flows from investing activities:
      Issuance of note receivable (Note 3) .................................    (18,679)       --
                                                                               --------    --------
                                       Net cash used in investing activities    (18,679)       --
                                                                               --------    --------

Cash flows from financing activities:
      Proceeds from issuance of note payable (Note 5) ......................     22,500        --
      Capital contributed by an affiliate (Note 2) .........................      6,092       3,190
                                                                               --------    --------
                                   Net cash provided by financing activities     28,592       3,190
                                                                               --------    --------

Net change in cash .........................................................       (128)     (3,887)
Cash, beginning of period ..................................................        221       4,108
                                                                               --------    --------

                                                         Cash, end of period   $     93    $    221
                                                                               ========    ========

Supplemental disclosure of cash flow information:
      Cash paid during the period for:
         Interest ..........................................................   $     43    $   --
                                                                               ========    ========
         Income taxes ......................................................   $   --      $   --
                                                                               ========    ========
</TABLE>
                 See accompanying notes to financial statements

                                       F-6
<PAGE>


                           INVESTMENT ASSOCIATES, INC.

                          Notes To Financial Statements


Note 1: Organization and summary of significant accounting policies

Organization

Investment 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 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 a working capital deficiency as of
September 30, 2004 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. 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.

Summary of significant accounting policies

Cash and equivalents

For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. The Company had no cash or cash
equivalents at September 30, 2004. The Company does not maintain a checking
account and expenses incurred by the Company have historically been paid by an
affiliate.

Fair value of financial instruments

The Company's financial instruments consist of accounts payable and accrued
liabilities. The carrying amounts of the current liabilities approximate fair
value due to the short-term maturity of the instruments.

Use of estimates

The preparation of the financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities;
disclosure of contingent assets and liabilities at the date of the financial
statements; and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those estimates.

                                       F-7
<PAGE>

                           INVESTMENT ASSOCIATES, INC.

                          Notes To Financial Statements


Prospecting costs

The Company expenses prospecting costs as incurred. Any costs associated with
acquisition, exploration, and development of reserves, would be capitalized. No
costs were capitalized as of September 30, 2004.

Income Taxes

The Company reports income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes", which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or liability and its reported amount on the financial
statements. Deferred tax amounts are determined by using the tax rates expected
to be in effect when the taxes will actually be paid or refunds received, as
provided under currently enacted law. Valuation allowances are established when
necessary to reduce the deferred tax assets to the amounts expected to be
realized. Income tax expense or benefit is the tax payable or refundable,
respectively, for the period plus or minus the change during the period in the
deferred tax assets and liabilities.

Loss per common share

Basic loss per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. The computation of diluted loss per share is
similar to basic loss per share, except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if potentially dilutive common shares had been issued.

At September 30, 2004, there was no variance between basic and diluted loss per
share as there were no potentially dilutive common shares outstanding.

Note 2: 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 payment of certain obligations on
behalf of the Company. The Company accounts for such payments as contributed
capital. During the years ended September 30, 2004 and 2003, RD Capital
contributed $6,092 and $3,190, respectively, to the Company for working capital.
RD Capital does not expect to be repaid for the capital contributions.
Accordingly, payments made by RD Capital are classified as additional paid-in
capital. Through September 30, 2004, RD Capital has contributed a total of
$29,283 to capital.

On July 13, 2001, Strathmore Minerals Corp, an affiliate corporation under
common control, loaned the Company $2,720 to pay county, staking and geologist
fees on uranium ore reserves in the State of Utah. The loan does not carry an
interest rate and is due on demand. The $2,720 balance is included in the
accompanying financial statements as indebtedness to related party.

Note 3: Note Receivable

During February 2004, the Company loaned L3 Technology, Inc. ("L3"), an
unrelated third party, $18,679. The loan is due on demand and unsecured. No
interest is charged for the first six months that the loan is outstanding.

As of September 30, 2004, L3 did not have the financial ability to repay the
note. Accordingly, an allowance was established against the full value of the
note, which resulted in a charge to operations totaling $18,679. In addition, no
interest income has been recorded on the note.

                                       F-8
<PAGE>

                           INVESTMENT ASSOCIATES, INC.

                          Notes To Financial Statements

Note 4: Loan payable

During the year ended September 30, 2002, an unrelated third party made a
non-interest bearing loan to the Company for working capital. The loan remained
unpaid at September 30, 2004 and is due on demand.

Note 5: Advance due to Identifying Potential Acquisition Target

Between February and April 2004, the Company was advanced $22,500 from Ialta
Industries ("Ialta") in exchange for a promissory note. Proceeds from the note
were to be used for identifying a potential acquisition target. The note did not
carry an interest rate. Repayment of the advances was contingent upon the
Company's ability to collect the note receivable from L3.

Following the Company's inability to collect the L3 note, the Ialta promissory
note was declared null and void. As a result, the Company recorded a $22,500
gain in its operations for the year ended September 30, 2004.

Note 6: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:

                                                       September 30,
                                                    --------------------
                                                      2004        2003
                                                    --------    --------
    U.S. statutory federal rate                      15.00%      15.00%
    Net operating loss (NOL) for which no tax
      benefit is currently available                -15.00%     -15.00%
                                                    --------    --------
                                                      0.00%       0.00%
                                                    ========    ========

At September 30, 2004, deferred taxes consisted of a net tax asset of $6,737 due
to operating loss carryforwards of $44,910, which was fully allowed for, in the
valuation allowance of $6,737. The valuation allowance offsets the net deferred
tax asset for which there is no assurance of recovery. The changes in the
valuation allowance for the years ended September 30, 2004 and 2003 were $876
and $1,194, respectively. Net operating loss carryforwards will expire through
2024.

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.

                                       F-9