SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2003
                          Commission File No. 000-49907

                     Law Enforcement Associates Corporation
                 (Name of Small Business Issuer in Its Charter)

   Nevada                                                 56-2267438
(State of other jurisdiction of                         (Employer
Incorporation or Organization)                           Identification Number)


               100 Hunter Place, Youngsville, North Carolina 27596
               (Address of principal executive offices) (Zip Code)

                                 (919) 554-4700
                (Issuer's Telephone Number, Including Area Code)

    Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

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

                     Common Stock, $.001 Par Value Per Share

Check whether the Issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:
                                 Yes [X] No [ ]

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

Our revenues for our most recent fiscal year were $6,123,104.

The aggregate market value of the voting stock held by non-affiliates of Law
Enforcement Associates Corporation was $2,674,651 as of March 23, 2004, based on
the average bid and asked price of $.51 per share as of that date.

There were 19,885,436 shares of common stock, $.001 par value, outstanding as of
March 23, 2004.

<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

          Law Enforcement Associates Corporation (f/k/a Academy Resources Inc.)
          (hereinafter referred to as the "Company") was incorporated on May 14,
          1998 under the laws of the State of Nevada for the purpose of mining
          and exploration. Through the period from incorporation to December 3,
          2001, the Company had no revenue. The Company entered into a
          Memorandum of Understanding with Redstar Resources Corp. ("Redstar")
          on August 25, 1998 pursuant to which the Company obtained an option to
          acquire an interest in certain mining claims located in British
          Columbia, Canada. On August 30, 1999 and March 23, 2000, Redstar
          granted Academy an extension with respect to the time in which the
          Company was required to make certain payments and expenditures in
          order to exercise the option. On May 25, 2000, the Company and Redstar
          agreed to let the Memorandum of Understanding expire without the
          Company ever having exercised its option or making any payments or
          expenditures in order to exercise the option. The Company did not have
          any other operations until it acquired Law Enforcement Associates,
          Inc. ("LEAI") on December 3, 2001.

          On June 22, 2000 the Company issued 7,032,767 shares of common stock
          for Myofis Internet Inc. ("Myofis"), a development stage company
          incorporated in Delaware. Myofis was a start-up Internet company that
          intended on reselling dial up Internet service access. Following the
          acquisition, the Company determined that obtaining access to the
          Internet on a wholesale basis proved to be too expensive and the
          business plan was never implemented. As of December 31, 2000, no
          operations had commenced and the investment was written off.

          On December 3, 2001, the Company and Law Enforcement Associates Inc.
          (a privately-owned New Jersey corporation doing business in North
          Carolina), and Sirchie Finger Print Laboratories, Inc. ("Sirchie") the
          sole shareholder of Law Enforcement Associates, Inc. entered into a
          certain Share Exchange Agreement (the "Agreement") pursuant to which
          Sirchie tendered to the Company all issued and outstanding shares of
          common stock of Law Enforcement Associates, Inc. in exchange for
          8,333,333 shares of restricted common stock of the Company. As a
          result of the transaction, Law Enforcement Associates, Inc. became our
          wholly-owned subsidiary. At the date of the acquisition, Mr. John
          Carrington, a 59% shareholder of the Company, was also the beneficial
          majority stockholder of Law Enforcement Associates, Inc. The
          acquisition was accounted for as a pooling of interests due to the
          common control of both companies. Upon completion of the Share
          Exchange, Academy changed its name to Law Enforcement Associates
          Corporation.

          Through LEAI, we manufacture and distribute undercover surveillance
          products including a complete line of audio surveillance equipment
          that allows law enforcement agencies to monitor conversations. In
          addition, we have an array of video surveillance products ranging from
          miniature cameras to video transmission and recording systems. We
          offer our Bloodhound Global Positioning Tracking System, which is a
          global positioning tracking system. The Bloodhound Global Positioning
          Tracking System is a global positioning system receiver combined with
          a cellular telephone that allows undercover surveillance agents to
          monitor the movements of a vehicle. The agent will call the Bloodhound
          Tracking unit through a telephone and will be enabled to track the
          target vehicle in real time or view the target vehicles movements over
          a period of time. The unit records longitude and latitude data
          pointsthat are transcribed via our computer software onto a mapping
          program for viewing. The Bloodhound Global Positioning Tracking System
          has been one of our leading products. Finally, we also sell the under
          vehicle inspection system ("UVIS"), which also is one of our leading
          products. The UVIS is used to view the underside of vehicles entering
          and exiting secure areas or facilities for explosive devices and other
          contraband. UVIS provides a clear, high contrast real-time video
          inspection of the undercarriage of cars, vans and trucks. Our products
          are used by military, law enforcement, security and corrections
          personnel throughout the world, as well as governmental agencies,
          multinational corporations and non-governmental organizations.

          Our products are marketed under brand names such as the Bloodhound
          Global Positioning Tracking System and the Under Vehicle Inspection
          System. We sell our manufactured products primarily to law enforcement
          agencies through sales representatives located throughout the United
          States and at our home office in Youngsville, North Carolina as well
          as through our web site located at www.lea-sales.com.

                                       2
<PAGE>
          We believe there are significant opportunities to grow our
          manufacturing business through the acquisition and development of new
          product lines, expansion into new territories and further development
          of sales to specialized law enforcement, government and military
          agencies. In addition, we believe that consistent demand for our
          premium products will continue because our products are critical to
          the safety and effectiveness of our customers.

          Industry Overview/Market Opportunity

          We participate in the law enforcement and global security products
          industries through the manufacture of surveillance and intelligence
          gathering security products marketed to military, law enforcement,
          security and corrections personnel. The two types of products that we
          sell can be defined as two separate business segments, which include
          the surveillance equipment segment and the under vehicle inspection
          system ("UVIS") segment. The first segment or the surveillance
          equipment component is primarily marketed to law enforcement agencies
          for undercover police work. The second segment or the UVIS segment,
          which can be marketed to a variety of military, law enforcement,
          security and corrections personnel, is primarily


          marketed and sold to the U.S. federal government to secure its
          facilities such as military bases, government complexes and high
          visibility areas in order to prevent terrorist attacks. Increasingly,
          law enforcement agencies have recognized the need for our products and
          services to assist them in surveillance operations in order to protect
          their communities from the risks associated with terrorism, physical
          attacks, threats of violence, white-collar crime, fraud and other
          criminal operations or enterprises.

          Growth Strategy

          We expect the demand for our surveillance products to continue to
          grow. We plan to address this growth by offering a comprehensive array
          of security and surveillance risk management products.

          We plan to continue to execute this growth strategy primarily through
          internal expansion of our existing businesses.

          The following elements define our growth strategy:

          o    Capitalize on Exposure to Law Enforcement Agencies. We believe
               that our current exposure to our current law enforcement agencies
               will lead to an increase in sales from these customers.

          o    Expand Distribution Network and Product Offerings. We will
               continue to leverage our distribution network by expanding our
               range of branded law enforcement equipment by investing in the
               development of new and enhanced products which complement our
               existing products. We believe that a broader product line will
               enable us to strengthen our relationship and enhance our brand
               appeal with law enforcement agencies and other end users.
               Although we do not have any definitive plans to commence research
               and development activities within the near future and we have not
               designated any funds for this purpose, we will engage in any
               research and development project that is feasible and can be
               accomplished on an economical basis.

          Our distribution network presently consists of four employees and five
          sales representatives that operate as independent contractors. The
          four employees are responsible for advertising, direct mailing,
          answering sales calls, providing technical help, attending trade shows
          and forwarding leads to the five sales representatives. Typically we
          will enter into agreements with each of our sale representatives,
          which allows the representative to sell our products in a certain
          geographical area. The agreements provide that the sales
          representative will receive a commission within the range of 10% to
          25% depending on the product sold.

          Products

          We manufacture and distribute a complete line of audio surveillance
          equipment including radio frequency transmitters, receivers, and
          repeaters for use in surveillance and intelligence gathering
          operations by law enforcement agencies. In addition, we have an array
          of video surveillance products ranging from miniature cameras to video
          transmission and recording systems. We also manufacture and distribute
          the Bloodhound Global Positioning tracking system and the Under
          Vehicle Inspection System. Each of our products may be manufactured to
          each of our clients specifications. The following is a summary of the
          surveillance products that we manufacture and sell:

                                       3
<PAGE>
          UVIS - UVIS is an under vehicle inspection system, which we
          manufacture and sell. UVIS is used to view the underside of vehicles
          entering and exiting secure areas or facilities for explosives and
          contraband. UVIS provides a clear, high contrast real-time video
          inspection of the undercarriage of cars, vans and trucks at entry
          points in half the time of the standard inspection mirror search. In a
          government field test performed by the U.S. military, the UVIS was
          compared to standard inspection mirror searches. The results of the
          government field test indicated that the UVIS, as compared to standard
          mirror inspection searches, had a higher percentage of target
          acquisitions, which is the locating and preventing of explosives and
          other types of contraband from entering a protected facility.

          Our government sales representative has set up an information site at
          www.uvisystems.com. Our newest version is model 5592 which features
          waterproof, quick-change camera and lamp modules. We sell fixed and
          portable versions of the UVIS.

          LEA BLOODHOUND GLOBAL POSITIONING TRACKING SYSTEM(TM) utilizes global
          positioning system technology in order to provide surveillance
          operatives the ability to conduct discrete vehicle tracking and
          monitoring. The global positioning system is integrated with a
          cellular telephone and records longitude and latitude data points
          anywhere in the United States. A surveillance operative, after
          affixing the Bloodhound to a vehicle, can contact the Bloodhound
          Global Positioning System through any telephone and track its
          movements in real time or download the data points at predetermined
          intervals. The Bloodhound Global Positioning readings are saved along
          with time and date, which can then be superimposed onto mapping
          software, which may be utilized by a standard computer. The software
          will provide a "track" of where and when a target vehicle has been.
          The Bloodhound Global Positioning is limited in that an agent will not
          be able to track a target vehicle when the vehicle is outside of cell
          phone coverage. However, all data is saved and can be retrieved once
          the target vehicle re-enters cell phone coverage. This device can be
          mounted covertly on a target vehicle, and measures a

          compact size of 3"x4" x1.5".

         SYNTHESIZED AUDIO INTELLIGENCE SYSTEM is a comprehensive bodywire,
         which includes microphone, transmitter and receiver that is
         manufactured to military standards. It allows for the transmitting and
         receiving of voice data for a distance depending on the watt level.
         Generally, one watt of transmitting power equates to a range of one
         mile. This product includes a FM receiver, a rugged under panel design,
         a LCD battery tester, 9-volt battery tester, audio line output to a VCR
         and a voice scrambler. The Synthesized Audio Intelligence System allows
         law enforcement agencies to engage in various types of undercover
         operations whereby all conversations engaged in by the undercover agent
         are transmitted and recorded.


          SYNTHESIZED TACTICAL INTELLIGENCE SYSTEM is a combined receiver and
          transmitter that has a compact design, which enables it to be used for
          varied surveillance situations. This products allows for the
          transmitting and receiving of voice data within a one mile range. This
          product comes with a built in recorder as well as weather and water
          resistant case.

          GROUND HOG COVERT UNATTENDED VIDEO SURVEILLANCE SYSTEM is specifically
          designed for unattended covert outdoor surveillance of targets ranging
          from marijuana fields and drug labs to suspected larceny in a variety
          of fields. The Ground Hog utilizes a camouflaged pinhole camera in a
          weatherproof housing to view the targeted area. Images from the camera
          are recorded on the system's VCR. The monitor station is also
          camouflaged and housed in a weather resistant steel case. The Ground
          Hog also utilizes a standby mode whereby its infrared, wireless motion
          detector automatically switches the Ground Hog from standby to active
          when someone walks into the target area. The Ground Hog also comes
          with a wireless option.

          LEA 6300 SERIES - the LEA 6300 Series includes a variety of repeaters.
          A repeater is designed to work together with each of our transmitters
          to increase the distance that voice data may be monitored. Our
          standard transmitter allows for monitoring within a one mile range.
          However, a transmitter that is combined with a repeater will be able
          to monitor voice data with a two mile range. Our repeaters come in
          various designs including the following:

                                       4
<PAGE>
          o    Disguised Car Battery Repeater
          o    Weatherproof Tactical Repeater
          o    Briefcase Repeater
          o    Disguised Book Bag Repeater
          o    Gym Bag Repeater
          o    Disguised AM/FM Radio Repeater
          o    Miniature Portable Repeater

          LEA 7000 SERIES - the LEA 7000 series includes a variety of
          transmitters and accessories. A transmitter is a device that is hidden
          on an undercover agent, which allows the law enforcement agency to
          monitor the audio data. Each of these transmitters come with various
          features including different designs and transmit power levels. The
          transmitters are available in various disguised formats which enable
          these items to be used in various law enforcement operations. The
          designs that the transmitter are available in, include the following:

          o    Denim Jacket Transmitter
          o    Flat Pack Transmitter
          o    Baseball Cap Transmitter
          o    Wristwatch Transmitter
          o    Garage Door Opener Transmitter
          o    Tape Measure Transmitter
          o    Radar Detector Transmitter
          o    Cigarette Transmitter
          o    Strip Outlet Transmitter
          o    1-Watt Transmitter
          o    Disguised Walkman Transmitter
          o    Miniature Transmitter
          o    Semi-Functional "Flex" Style Pager Transmitter
          o    Functional "Flex" Style Pager Transmitter
          o    Bravo Pager Transmitter
          o    Nokia or Motorola Cellular Telephone Battery Transmitter
          o    Nokia Digital Wireless Battery Transmitter
          o    Board Transmitter
          o    Nokia Digital Wireless Battery Transmitter

          VIDEO TRANSMISSION SYSTEMS - These transmissions systems provide both
          audio and video surveillance capabilities. We have a variety of
          transmitters including a disguised sports cup video transmission
          system, jean jacket video system, radar detector, video tape box, VCR,
          smoke detector and clock radio. Each of these items includes a black
          and white and color camera, a video transmitter, an audio transmitter
          and a directional antenna. The transmissions systems also come in a

          transmitter/receiver combo.

          VIDEO SURVEILLANCE SYSTEMS - We offer video surveillance systems,
          which are concealed in enclosures resembling pole mounted transformer
          and utility boxes. These items come with a command control unit, which
          includes a display monitor, video recorder/player and digital
          proportional "joy stick" pan/tilt/control, which is enclosed in a
          single portable carrying case.

          DISGUISED ANTENNAS which are compatible with all of our receivers and
          repeaters. The antennas are sold in various disguises including as a
          cellular antenna, coat hanger, tissue box and cassette/CD box.

          8MM PINHOLE SURVEILLANCE SYSTEM - includes an 8mm video recorder with
          pop-up monitor, time/date generator and black and white mount cameras
          that may be used for surveillance in automobiles and hotel rooms.

          DIGITAL NOISE FILTER - This item can be used to cancel up to 95% of
          background noise for greater intelligibility of recordings.

          DISGUISED VIDEO/AUDIO RECORDING SYSTEM - incorporates a complete video
          and audio recording system housed in a common tote/gym bag-style
          carrying case. Includes an 8mm video cassette recorder, an integrated
          time/date generator, a miniature camera with a wide angle lens and
          highly sensitive condenser type microphone. Book Bag Disguised System
          - this is a complete video and audio recording system housed and
          disguised in a common book bag. This system incorporates a video
          cassette recorder, an integrated time and date generator, a miniature
          black and white camera with wide angle lens and a highly sensitive
          condenser type microphone.

          Customers
                                       5
<PAGE>
          The primary end users of our products are federal, state and local law
          enforcement agencies, local police departments, state corrections
          facilities, U.S. and allied militaries, highway patrols, sheriffs'
          departments and select private security personnel. Although we are
          limited by United States export regulations that restrict us from
          selling our surveillance products outside of the country, we still may
          sell to each law enforcement agency within the United States.
          Furthermore, the UVIS, one of our leading products, may be sold both
          within the United States and abroad.

          We reach these customers through a distribution strategy that utilizes
          approximately five sales representatives that are independent
          contractors and a four person in-house sales team, direct mailings,
          catalogs and trade shows as well as our web site on the Internet
          located at www.leacorp.com

          Marketing

          We market and distribute our products directly to the military, law
          enforcement agencies, security and corrections personnel through sales
          representatives and through our web site located at www.leacorp.com,
          direct mailings, catalogs and trade shows. Management believes that
          direct sales to end users should allow us to more efficiently and
          effectively meet customer needs by providing products which are
          tailored for the customer's individual requirements at a more
          economical price. Typically we will enter into agreements with each of
          our sale representatives, which allows the representative to sell our
          products in a certain geographical area. The agreements provide that
          the sales representative will receive a commission within the range of
          10% to 25% depending on the product sold. The standard agreement also
          provides that the sales representative will not sell or handle
          products that compete with our products.

          Product Manufacturing and Raw Materials

          All final assembly of our products is completed at our facility
          located in Youngsville, North Carolina. The manufacture process is a
          basic procedure whereby our manufacturing employees assemble each of
          the products utilizing the raw materials. This process includes a sub
          assembly procedure for general items and a final assembly for each
          specific product. We currently employ 12 employees in the
          manufacturing sector.

          The raw materials used in manufacturing our products include various
          items ranging from screws, adhesive, circuit boards and enclosures,
          which are available from a multitude of suppliers throughout the
          United States. We purchase these raw materials directly from the
          manufacturers. We believe that we enjoy a good relationship with these
          companies. However, if necessary, we believe that we could readily
          find replacement manufacturers. We are aware of multiple suppliers for
          these materials and would not anticipate a significant impact if we
          were to lose any suppliers.

          Competition

          The market for our surveillance products is highly competitive. The
          market for surveillance products is basically comprised of three
          competitors with each having an equal market share. Our two prime
          competitors are DTC Communications, Inc. and Audio Intelligence
          Devices, Inc. No company in the surveillance products market is
          dominant with respect to any one

          specific area nor does any company have more brand recognition,
          greater financial resources or any other advantage which may allow
          them to compete more effectively. We believe we compete by providing
          superior design, engineering and production expertise in our line of
          surveillance products. The principal competitive factors for all of
          our products are quality of engineering and design, reputation in the
          industry, production capability and capacity, price and ability to
          meet delivery schedules. We know of no company that manufactures and
          sells the Under Vehicle Inspection System. However, we do compete with
          companies that sell standard inspection search mirrors, which are used
          in searching the underside of vehicles. Although the mirrors are less
          costly than the UVIS, we believe that the UVIS is more effective in
          detecting explosives and other contraband.

          Patents and Trademarks


                                       6
<PAGE>
          We do not hold any patents relating to any of our products or related
          technologies. Accordingly, our concept is not proprietary and is
          subject to duplication and competition from entities with greater
          resources and strengths than us. We have trademark protection for the
          name "LEA Bloodhound Global Positioning Tracking System(TM)."

          Governmental Regulation

          We are subject to federal licensing requirements with respect to the
          sale in foreign countries of certain of our products. The U.S.
          Department of Commerce - Bureau of Industry and Security requires that
          a license be obtained prior to the export or re export of any device
          primarily used for the surreptitious interception of wire or oral
          communications. Because of the limitations imposed by the U.S.
          Department of Commerce with respect to surreptitious listening devices
          we are severely restricted in selling our surveillance products
          outside of the United States. Due to this restriction we do not
          currently, nor do we have plans in the future to, sell our
          surveillance products outside of the United States. However, the under
          vehicle inspection system is not restricted by the U.S. Department of
          Commerce and may be exported. We have sold the UVIS outside of the
          United States and intend to continue doing so.

          We are also obligated to comply with a variety of federal, state and
          local regulations, both domestically and abroad, governing certain
          aspects of our operations and the workplace including regulations
          relating to workplace safety, fair labor standards, taxes, product
          safety and discrimination. Additionally, as a government contractor,
          we are subject to rules, regulation and approvals applicable to
          government contractors.

          We are also regulated by the U.S. Department of Justice under the
          Omnibus Crime Control and Safe Streets Act of 1968, as amended (the
          "Omnibus Act"), as a result of our sale of listening and surveillance
          devices. The Omnibus Act prohibits the manufacture, possession, sale
          and advertisement of devices that that would be useful for the purpose
          of the surreptitious interception of wire, oral or electronic
          communications. However, the Omnibus Act also provides that it is not
          illegal for a party to manufacture, sell or advertise a surreptitious
          listening device if that party is under contract to manufacture and
          sell such device with the United States, a state or a political
          subdivision thereof which is authorized to use such device

          Environmental Matters

          We are subject to federal, state, and local laws and regulations
          governing the protection of the environment, including those
          regulating discharges to the air and water, the management of wastes,
          and the control of noise and odors. Like all companies, we are subject
          to potentially significant fines or penalties if we fail to comply
          with environmental requirements. We do not expect material capital
          expenditures for environmental controls in 2002. However,
          environmental requirements are complex, change frequently, and could
          become more stringent in the future.

          Accordingly, we cannot assure you that these requirements will not
          change in a manner that will require material capital or operating
          expenditures or will otherwise have a material adverse effect on us in
          the future.

          Employees

          As of March 23, 2004, we have a total of approximately 17 employees,
          of which approximately four were employed within the sales and
          marketing area and approximately 13 were employed in the manufacturing
          area. None of our employees are represented by a labor union. We
          believe that our employee relations are good.

ITEM 2. DESCRIPTION OF PROPERTY.

          On February 1, 2002, we entered into a lease with Sirchie Finger Print
          Laboratories, Inc. ("Sirchie") for approximately 13,800 square feet of
          space for our Youngsville, North Carolina, headquarters pursuant to a
          one-year lease expiring on January 31, 2003, at approximately
          $11,573.34 per month. The lease is automatically renewable for periods
          of one-year unless either of the parties provides a written notice of
          termination no later than 120 days prior to the end of the term or
          renewal term. If our current lease is terminated or not renewed we
          believe we will be able to lease similar premises at comparable
          prices.
                                       7
<PAGE>
          Sirchie owns approximately 41.9% of our common stock. Mr. Carrington,
          our director and majority shareholder, serves as the President, Chief
          Executive Officer and a director of Sirchie and also owns 72.1% of its
          outstanding shares of common stock.

ITEM 3. LEGAL PROCEEDINGS

          From time to time, we may be a party to litigation or other legal
          proceedings that we would consider to be a part of the ordinary course
          of our business. We are not involved currently in legal proceedings
          that could reasonably be expected to have a material adverse effect on
          our business, prospects, financial condition or results of operations.
          We may become involved in material legal proceedings in the future.

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

          No matter was submitted to a vote of security holders during the
          fourth quarter of the current fiscal year through the solicitation of
          proxies or otherwise.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

       PRICE RANGE OF COMMON EQUITY

          As of February 2003, the Company's common stock is currently traded on
          the Over-The-Counter Bulletin Board (the "OTCBB"), under the symbol
          "LENF". Prior to trading on the OTCBB, the Company's common stock
          traded on the pink sheets.

         The following table sets forth the high and low sales prices for the
         common stock for the fiscal periods indicated as reported by in the
         over-the-counter market. The quotations shown represent inter-dealer
         prices without adjustment for retail mark-ups, mark-downs or
         commissions, and may not necessarily reflect actual transactions.


                                 High                  Low
        ----------------- -------------------- ----------------

        2002                      $                     $
        ----------------- -------------------- ----------------
        First Quarter           1.50                  0.35
        ----------------- -------------------- ----------------
        Second Quarter          0.65                  0.15
        ----------------- -------------------- ----------------
        Third Quarter           0.61                  0.15
        ----------------- -------------------- ----------------
        Fourth Quarter          0.52                  0.33
        ----------------- -------------------- ----------------

        2003
        ----------------- -------------------- ----------------
        First Quarter           0.56                  0.25
        ----------------- -------------------- ----------------
        Second Quarter          0.39                  0.21
        ----------------- -------------------- ----------------
        Third Quarter           0.38                  0.19
        ----------------- -------------------- ----------------
        Fourth Quarter          0.40                  0.20
        ----------------- -------------------- ----------------

          The per share closing sales price of the common stock as reported by
          the OTCBB on March 23, 2003, (the date of the last reported sale) was
          $0.51. As of March 23, 2003, we had 19 shareholders of record.

          Securities Authorized for Issuance under Equity Compensation Plans

          As of December 31, 2003, we had the following securities authorized
          for issuance under the equity compensation plans:

<TABLE>
<CAPTION>
                                       8
<PAGE>
                                                                                                            Number of securities
                                                                                                            remaining available
                                                                                                            for future issuance
Plan Category                                      Number of Securities to   Weighted-average               under equity
                                                   be issued upon exercise   exercise price of              compensation plans
                                                   of outstanding options,   outstanding options, warrants  (excluding securities
                                                   warrants and rights       and rights                     reflected in column (a)
<S>                                                         <C>                     <C>                           <C>
Equity compensation plans approved by security
holders                                                       N/A                N/A                                N/A
Equity compensation plans not approved by security
holders                                                     65,000               N/A(1)                           935,000

Total                                                       65,000               N/A(1)                           935,000

</TABLE>

          (1) Pursuant to its 2002 Stock Incentive Plan, the Company has issued
          65,000 shares of common stock to employees and consultants of the
          Company. These shares are not options, warrants or rights and,
          therefore, do not have an exercise price.

          2002 Stock Incentive Plan

          The following is a summary of principal features of the 2002 Employee
          Stock Option Plan. The summary, however, does not purport to be a
          complete description of all the provisions of the 2002 Employee Stock
          Incentive Plan.

          GENERAL

          The 2002 Employee Stock Incentive Plan was adopted by the Board of
          Directors on November 7, 2002. The Board of Directors has initially
          reserved 1,000,000 shares of Common Stock for issuance under the 2002
          Employee Stock Incentive Plan. Under the Plan, options may be granted
          which are intended to qualify as Incentive Stock Options ("ISOs")
          under Section 422 of the Internal Revenue Code of 1986 (the "Code") or
          which are not ("Non-ISOs") intended to qualify as Incentive Stock
          Options thereunder.

          the 2002 Employee Stock Incentive Plan and the right of participants
          to make purchases thereunder are intended to qualify as an "employee
          stock purchase plan" under Section 423 of the Internal Revenue Code of
          1986, as amended (the "Code"). The

          2002 Employee Stock Incentive Plan is not a qualified deferred
          compensation plan under Section 401(a) of the Internal Revenue Code
          and is not subject to the provisions of the Employee Retirement Income
          Security Act of 1974 ("ERISA").

          PURPOSE

          The primary purpose of the 2002 Employee Stock Incentive Plan is to
          attract and retain the best available personnel for the Company in
          order to promote the success of the Company's business and to
          facilitate the ownership of the Company's stock by employees. In the
          event that the 2002 Employee Stock Incentive Plan is not adopted the
          Company may have considerable difficulty in attracting and retaining
          qualified personnel, officers, directors and consultants.

          ADMINISTRATION

          The 2002 Employee Stock Incentive Plan, when approved, will be
          administered by the Company's Board of Directors, as the Board of
          Directors may be composed from time to time. All questions of
          interpretation of the 2002 Employee Stock Incentive Plan are
          determined by the Board, and its decisions are final and binding upon
          all participants. Any determination by a majority of the members of
          the Board of Directors at any meeting, or by written consent in lieu
          of a meeting, shall be deemed to have been made by the whole Board of
          Directors.

                                       9
<PAGE>
          Notwithstanding the foregoing, the Board of Directors may at any time,
          or from time to time, appoint a committee (the "Committee") of at
          least two members of the Board of Directors, and delegate to the
          Committee the authority of the Board of Directors to administer the
          Plan. Upon such appointment and delegation, the Committee shall have
          all the powers, privileges and duties of the Board of Directors, and
          shall be substituted for the Board of Directors, in the administration
          of the Plan, subject to certain limitations.

          Members of the Board of Directors who are eligible employees are
          permitted to participate in the 2002 Employee Stock Incentive Plan,
          provided that any such eligible member may not vote on any matter
          affecting the administration of the 2002 Employee Stock Incentive Plan
          or the grant of any option pursuant to it, or serve on a committee
          appointed to administer the 2002 Employee Stock Incentive Plan. In the
          event that any member of the Board of Directors is at any time not a
          "disinterested person", as defined in Rule 16b-3(c)(3)(i) promulgated
          pursuant to the Securities Exchange Act of 1934, the Plan shall not be
          administered by the Board of Directors, and may only by administered
          by a Committee, all the members of which are disinterested persons, as
          so defined.

          ELIGIBILITY

          Under the 2002 Employee Stock Incentive Plan, options may be granted
          to key employees, officers, directors or consultants of the Company,
          as provided in the 2002 Employee Stock Incentive Plan.

          TERMS OF OPTIONS

          The term of each Option granted under the Plan shall be contained in a
          stock option agreement between the Optionee and the Company and such
          terms shall be determined by the Board of Directors consistent with
          the provisions of the Plan, including the following:

          (a) Purchase Price. The purchase price of the Common Shares subject to
          each ISO shall not be less than the fair market value (as set forth in
          the 2002 Employee Stock Option Plan), or in the case of the grant of
          an ISO to a Principal Stockholder, not less than 110% of fair market
          value of such Common Shares at the time such Option is granted. The
          purchase price of the Common Shares subject to each Non-ISO shall be
          determined at the time such Option is granted, but in no case less
          than 85% of the fair market value of such Common Shares at the time
          such Option is granted. The purchase price of the Common Shares
          subject to each Non-ISO.

          (b) Vesting. The dates on which each Option (or portion thereof) shall
          be exercisable and the conditions precedent to such exercise, if any,
          shall be fixed by the Board of Directors, in its discretion, at the
          time such Option is granted.

          (c) Expiration. The expiration of each Option shall be fixed by the
          Board of Directors, in its discretion, at the time such Option is
          granted; however, unless otherwise determined by the Board of
          Directors at the time such Option is granted, an Option shall be
          exercisable for ten (10) years after the date on which it was granted
          (the "Grant Date"). Each Option shall be subject to earlier
          termination as expressly provided in the 2002 Employee Stock Incentive
          Plan or as determined by the Board of Directors, in its discretion, at
          the time such Option is granted.

          (d) Transferability. No Option shall be transferable, except by will
          or the laws of descent and distribution, and any Option may be
          exercised during the lifetime of the Optionee only by him. No Option
          granted under the Plan shall be subject to execution, attachment or
          other process.

          (e) Option Adjustments. The aggregate number and class of shares as to
          which Options may be granted under the Plan, the

          number and class shares covered by each outstanding Option
          and the exercise price per share thereof (but not the total price),
          and all such Options, shall each be proportionately adjusted for any
          increase decrease in the number of issued Common Shares resulting from
          split-up spin-off or consolidation of shares or any like Capital
          adjustment or the payment of any stock dividend.

                                       10
<PAGE>
          Except as otherwise provided in the 2002 Employee Stock Incentive
          Plan, any Option granted hereunder shall terminate in the event of a
          merger, consolidation, acquisition of property or stock, separation,
          reorganization or liquidation of the Company. However, the Optionee
          shall have the right immediately prior to any such transaction to
          exercise his Option in whole or in part notwithstanding any otherwise
          applicable vesting requirements.

          (f) Termination, Modification and Amendment. The 2002 Employee Stock
          Incentive Plan (but not Options previously granted under the Plan)
          shall terminate ten (10) years from the earlier of the date of its
          adoption by the Board of Directors or the date on which the Plan is
          approved by the affirmative vote of the holders of a majority of the
          outstanding shares of capital stock of the Company entitled to vote
          thereon, and no Option shall be granted after termination of the Plan.
          Subject to certain restrictions, the Plan may at any time be
          terminated and from time to time be modified or amended by the
          affirmative vote of the holders of a majority of the outstanding
          shares of the capital stock of the Company present, or represented,
          and entitled to vote at a meeting duly held in accordance with the
          applicable laws of the State of Delaware.

          FEDERAL INCOME TAX ASPECTS OF THE 2002 EMPLOYEE STOCK INCENTIVE PLAN

          THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME
          TAXATION UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE
          PURCHASE OF SHARES UNDER THE 2002 EMPLOYEE STOCK INCENTIVE PLAN. THIS
          SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE
          FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS.
          IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE
          INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH
          THE PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER
          TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY
          ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR
          REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE 2002 EMPLOYEE
          INCENTIVE OPTION PLAN AND FOR REFERENCE TO APPLICABLE PROVISIONS OF
          THE CODE.

          The 2002 Employee Stock Incentive Plan and the right of participants
          to make purchases thereunder are intended to qualify under the
          provisions of Sections 421, 422 and 423 of the Code. Under these
          provisions, no income will be recognized by a participant prior to
          disposition of shares acquired under the 2002 Employee Stock Incentive
          Plan.

          If the shares are sold or otherwise disposed of (including by way of
          gift) more than two years after the first day of the offering period
          during which shares were purchased (the "Offering Date"), a
          participant will recognize as ordinary income at the time of such
          disposition the lesser of (a) the excess of the fair market value of
          the shares at the time of such disposition over the purchase price of
          the shares or (b) 15% of the fair market value of the shares on the
          first day of the offering period. Any further gain or loss upon such
          disposition will be treated as long-term capital gain or loss. If the
          shares are sold for a sale price less than the purchase price, there
          is no ordinary income and the participant has a capital loss for the
          difference.

          If the shares are sold or otherwise disposed of (including by way of
          gift) before the expiration of the two-year holding period described
          above, the excess of the fair market value of the shares on the
          purchase date over the purchase price will be treated as ordinary
          income to the participant. This excess will constitute ordinary income
          in the year of sale or other disposition even if no gain is realized
          on the sale or a gift of the shares is made. The balance of any gain
          or loss will be treated as capital gain or loss and will be treated as
          long-term capital gain or loss if the shares have been held more than
          one year.

          In the case of a participant who is subject to Section 16(b) of the
          Exchange Act, the purchase date for purposes of calculating such
          participant's compensation income and beginning of the capital gain
          holding period may be deferred for up to six months under certain
          circumstances. Such individuals should consult with their personal tax
          advisors prior to buying or selling shares under the 2002 Employee
          Stock Incentive Plan.

          The ordinary income reported under the rules described above, added to
          the actual purchase price of the shares, determines the tax basis of
          the shares for the purpose of determining capital gain or loss on a
          sale or exchange of the shares.

                                       11
<PAGE>
         The Company is entitled to a deduction for amounts taxed as ordinary
         income to a participant only to the extent that ordinary income must be
         reported upon disposition of shares by the participant before the
         expiration of the two-year holding period described above.

          RESTRICTIONS ON RESALE

          Certain officers and directors of the Company may be deemed to be
          "affiliates" of the Company as that term is defined under

          the Securities Act. The Common Stock acquired under the 2002 Employee
          Stock Incentive Plan by an affiliate may be re offered or resold only
          pursuant to an effective registration statement or pursuant to Rule
          144 under the Securities Act or another exemption from the
          registration requirements of the Securities Act.

          ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

          CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

          From time to time, including herein, we may publish "forward looking"
          statements within the meaning of Section 27A of the Securities Act of
          1933, as amended and Section 21E of the Securities Exchange Act of
          1934, as amended. Words such as "expects," "anticipates," "intends,"
          "plans," "believes," "seeks," "estimates," or variations of such words
          and similar expressions are intended to identify such forward-looking
          statements. These statements are not guarantees of future performance
          and involve certain risks, uncertainties and assumptions. Therefore,
          actual outcomes and results may differ materially from what is
          expressed or forecasted in such forward looking statements. The
          Company undertakes no obligation to update publicly any forward
          looking statements, whether as a result of new information, future
          events or otherwise.

          Results of Operations Results of Operations

          Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

          Revenues for the year ended December 31, 2003, were $6,123,104 as
     compared to $5,950,690 for the year ended December 31, 2002, which
     represents an increase of $174,424 (2.9%) The slight increase in revenues
     from the prior year is primarily due to the increased sales of the under
     vehicle inspection system. We expect the trend in increased revenues to
     continue for the foreseeable future as a result of the increased purchases
     of the under vehicle inspection system, which are being utilized to secure
     government and military facilities. Our basic surveillance products include
     all of our video and audio surveillance products including radio frequency
     transmitters, receivers, repeaters, miniature cameras and video
     transmission and recording systems.

          Costs of Goods Sold

          Cost of Goods Sold for the year ended December 31, 2003 were
     $3,867,719 as compared to $2,796,132 for the year ended December 31, 2002,
     an increase of 1,071,587 (38.3%) . This increase was primarily due to the
     increase in the use of raw materials as a result of increased sales. We
     expect the increase in our cost of goods sold to continue as we continue to
     sell additional products, which requires the use of additional raw
     materials.

          Operating Expenses

          Operating Expenses incurred for the year ended December 31, 2003 were
     $1,920,742 as compared to $1,946,003 for the year ended December 31, 2002,
     a decrease of $25,261(1.3%). We expect the operating expenses to continue
     to increase if the level of sales continue to increase.

          Net Income and Earnings Per Share

          Our net income and the basic net income per weighted average share was
     $203,428 and $.01 for the year ended December 31, 2003, as compared to
     $723,058 and $.04, a decrease of 528,630 (731.1%) and $.03 (75%)
     respectively. This decrease was due primarily to the comparative rise of
     our cost of goods sold as compared to our revenues.

          Other Matters
                                       12
<PAGE>
          Given the current level of heightened security issues facing the
     United States, we believe that the trend of increased spending on
     surveillance and related equipment which we sell will continue in the
     future. We do not anticipate any material capital expenditures and believe
     that any such expenditures will be in the natural course of our business.
     We do not have any significant elements of income or loss that do not arise
     from our continuing operations and our business is not seasonal. We believe
     that the impact of inflation on our operations since our inception has not
     been material.

          Liquidity and Capital Resources

          At December 31, 2003, we had working capital of $1,285,921 as compared
     with $1,356,498 at December 31, 2002, a decrease of $70,577 or 5.2%. We do
     not believe this slight decrease to be material. We have historically
     sustained our operations and funded our capital requirements with the funds
     received from the sale of our products as well as from working capital
     loans received from two related parties including Mr. John H. Carrington
     and Sirchie Finger Print Laboratories, Inc. Mr. Carrington is a director
     and majority shareholder of our company and Sirchie owns approximately
     41.8% of our outstanding stock. Mr. Carrington is also a majority
     shareholder of Sirchie. During the year ended December 31, 2003, Sirchie
     made three loans to us totaling $575,000. Each loan carried an interest
     rate of 4.25% and all the loans were repaid prior to year end. In addition,
     in december 2003, the company entered into a line of credit with Wachovia
     Bank in the amount of $750,000. To date, the Company has not drawn down on
     this line of credit

          If we need to obtain capital, no assurance can be given that we will
     be able to obtain this capital on acceptable terms, if at all. In such an
     event, this may have a materially adverse effect on our business, operating
     results and financial condition. If the need arises, we may attempt to
     obtain funding through the use of various types of short term funding,
     loans or working capital financing arrangements from banks or financial
     institutions. As we generally obtain all of our funding from operations, a
     decrease in revenue could negatively impact our short and long term
     liquidity. A change in the current political situation or a decrease in
     military spending could result in decreased sales of our under vehicle
     inspection system. A decrease in sales in the under vehicle inspection
     system could have a material impact on our revenue and net income and would
     effect our long and short term liquidity.

     Research and Development

          In fiscal 2003, we spent approximately $210,000 on research and
     development for our products and development rights. Although we do not
     have any definitive plans to commence research and development activities
     within the near future and we have not designated any funds for this
     purpose, we will engage in any research and development project that is
     feasible and can be accomplished on an economical basis.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The response to this item is set forth at the end of this report.

ITEM 8. CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS

None.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

As of December 31, 2003, we carried out an evaluation of the effectiveness of
the design and operation of its disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. This evaluation was done under the supervision and
with the participation of our Principal Executive Officer and Principal
Financial Officer. Based upon that evaluation, they concluded that our
disclosure controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy our disclosure obligations under the
Exchange Act.

Changes in internal controls

There were no significant changes in our internal controls or in other factors
that could significantly affect those controls since the most recent evaluation
of such controls.

                                       13
<PAGE>
                                    PART III

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

Our executive officers, directors and key employees and their ages and positions
with us as of December 31, 2002, are as follows:

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

         Paul Feldman                  47              President, Treasurer
                                                       And Director

         Inez Neff                     54              Secretary

         John H. Carrington            69              Director

         Anthony Rand                  64              Director

         Matin L. Perry                43              Director

         Kent H. Carrington            42              Director



The following is a brief description of each officer and director listed above:

Paul Feldman has served as our President and Treasurer since August 2001. Mr.
Feldman was appointed as a director in May 2003. Mr. Feldman has served as the
President of Law Enforcement Associates, Inc. ("LEAI"), our wholly owned
subsidiary, since 1993. Mr. Feldman initially joined LEA as the Eastern Regional
Sales Manager in 1989. From 1989 to 1993, Mr. Feldman served as the Vice
President of Sales for LEAI. Prior to joining our company, Mr. Feldman was
employed with United Parcel Service as a manager from 1980 to 1989. Mr. Feldman
received a Bachelor of Science from Duke University in 1978.

Inez Neff has served as the Assistant Secretary since August 2001 and was
appointed as Secretary in May 2003.. Ms. Neff has served as the Corporate
Comptroller of Sirchie Finger Print Laboratories, Inc. since 1976.

Senator John H. Carrington has served as a director of our company since August
2001. Senator Carrington is the President, Chief Executive Officer, director and
69.1% shareholder of Sirchie Finger Print Laboratories, Inc., which owns
approximately 41.8% of our company. Senator Carrington has served as a member of
the North Carolina State Senate from 1995 to the present. Senator Carrington
earned a degree in forensic sciences from the American Institute of Applied
Sciences in 1960 as well as a mechanical engineering degree from Pennsylvania
Military College (Widener College) in 1962. Senator Carrington also served in
the U.S. Army, 3rd Airborne Training School, 1st Special Troops Brigade from
1953 to 1955. Senator Carrington is a member of the International Association of
Police Chiefs, the International Association of Identification and the
International Narcotics Officers Association.

Anthony Rand has served as a director of our company since May 2003. Mr. Rand is
the Senate majority leader for the North Carolina Senate since 1995. Senator
Rand earned a B.A. in Political Science from the University of North Carolina ,
Chapel Hill in 1961 and a J.D. from the University of North Carolina Law School
1964. Senator Rand also is a consultant to Sonorex Inc. and the President of
Rand &Gregory, P.A- Senator Rand also serves on numerous Boards and commissions
such as the Board of Directors and treasurer, General Alumni Association of the
University of North Carolina

Martin Perry has served as a director of our company since May 2003. Mr. Perry
graduated from Brigham Young University 1985 with a degree in Communications and
played basketball for the Cougars. From 1994 thru 2000 Mr. Perry was involved in
Sales and Marketing for B.P.I Inc. and currently is the President of Federal
Equipment Distributors, Raleigh North Carolina which works exclusively with the
law enforcement community.

Kent Carrington has served as a director of our company since May 2003. Kent
Carrington graduated from the University of

North Carolina, Chapel Hill with a B.A. in Journalism in 1987. From 1987-2000
Kent was the Director of Advertising and Marketing for Sirchie Fingerprint
Laboratories . 2000-2001 Kent Carrington worked as a Software developer for
Sirchie Fingerprint Laboratories. Since 2001 Mr. Carrington has worked as a
software developer for Nexthaus Corporation, Raleigh North Carolina.

                                       14
<PAGE>
Directors serve until the next annual meeting of stockholders or until their
successors are elected and qualified. Officers serve at the discretion of the
board of directors. The board of directors does not have any committees.
Non-employee directors are also entitled to reimbursement for reasonable
expenses incurred in attending any such meetings. Kent Carrington is Sen. John
Carrington's son.

Code of Ethics

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive officers and
directors and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of their ownership thereof and
changes in that ownership with the Securities and Exchange Commission ("SEC")
and the National Association of Securities Dealers, Inc. Executive officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all such reports they file.

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2003, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that, during fiscal year 2002, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

Item 10. EXECUTIVE COMPENSATION.

The following table summarizes all compensation paid by us with respect to the
fiscal year ended December 31, 2002 paid by us to our President, and all other
executive officers whose total cash compensation exceeded $100,000 in the fiscal
year ended December 31, 2003 (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE
                              Annual Compensation                       Long-Term Compensation
                              -------------------                       ----------------------
<S>                     <C>     <C>                            <C>           <C>              <C>         <C>
                                                     Other       Restricted   Securities      LTIP Pay    All Other
Name and Principal      Year    Salary     Bonus     Annual      Stock        Underlying      outs ($)    Compensation
Position                         ($)        ($)      Compens     Award(s)     Options/                    ($)
                                                     -ation        ($)        SAR's (#)

Paul Feldman,           2003    180,631    ---        ---      300,000         ---             ---         ---
President               2002    114,830    ---        ---         ---          ---             ---         ---
                        2001    122,390    ---        ---         ---          ---             ---         ---

</TABLE>

Employment and Other Agreements

We have not entered into any employment agreements with any of our named
executive officers and directors nor is there any compensatory plan or
arrangement with any named executive officer.

                                       15
<PAGE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information as of March 23, 2004, with
respect to the number of shares of each class of voting stock beneficially owned
by (i) those persons known to us to be the owners of more than five percent of
any such class of our voting stock, (ii) each of our directors of and (iii) all
of our directors and executive officers as a group. Unless otherwise indicated,
each of the listed persons has sole voting and investment power with respect to
the shares beneficially owned by such shareholder.
<TABLE>
<CAPTION>
                                                                   Amount of                    Percentage of
                       Name and Address of                         Beneficial                     Beneficial
                        Beneficial Owner                           Ownership                      Ownership
                        ----------------                           ---------                      ---------
<S>                        <C>                                 <C>                                  <C>
         John H. Carrington(1)*                                14,341,022(2)                        72.1%

         Sirchie Finger Print Laboratories, Inc.*               8,333,334(3)                        41.9%

         Paul Feldman (1)(3) *                                    300,000                            1.5%

         Inez Neff(3)*                                                  0                            0.0%

         Anthony Rand(3)*                                          23,386                             **

         Martin L. Perry(3)*                                       25,807                             **

         Kent H. Carrington(3)*                                   121,480                             **



         All Directors and Executive Officers as a
         Group (7 persons)                                     14,811,695                           74.5%

</TABLE>

* c/o Law Enforcement Associates Corporation, 100 Hunter Place, Youngsville,
North Carolina 27596

** Less than 1%

(1) Director of our company.

(2) Includes shares owned by Sirchie Finger Print Laboratories, Inc. ("Sirchie")
of which Mr. Carrington serves as the President, Chief Executive Officer and a
director and also owns 69.1% of its outstanding shares of common stock.

(3) Officer of our company.

The securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the rules and
regulations promulgated under the Securities Exchange Act of 1934. Beneficially
owned securities may include securities owned by and for, among others, the
spouse and/or minor children of an individual and any other relative who has the
same home as such individual. Beneficially owned securities may also include
other securities as to which the individual has or shares voting or investment
power or which such person has the right to acquire within 60 days pursuant to
the conversion of convertible equity, exercise of options, or otherwise.
Beneficial ownership may be disclaimed as to certain of the securities.

The foregoing table is based upon 19,885,436 shares of common stock outstanding
as of March 23, 2004, assuming no other changes in the beneficial ownership of
the our securities.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On February 1, 2002, we entered into a lease with Sirchie Finger Print
Laboratories, Inc. ("Sirchie") for approximately 13,800 square feet of space for
our Youngsville, North Carolina, headquarters pursuant to a one-year lease
expiring on January 31, 2003, at approximately $11,573.34 per month. The lease
is automatically renewable for periods of one-year unless either of the parties
provides a written notice of termination no later than 120 days prior to the end
of the term or renewal term. If our current lease is terminated or not renewed
we believe we will be able to lease similar premises at comparable prices.
Sirchie owns approximately 41.9% of our common stock. Mr. Carrington, our
director and majority shareholder, serves as the President, Chief Executive
Officer and a director of Sirchie and also owns 72.1% of its outstanding shares
of common stock.

                                       16
<PAGE>
During the year ended December 31, 2000, Mr. John H. Carrington, a director of
the Company and a majority shareholder, made a non-interest capital working loan
in the amount of $75,000 to the Company. In addition, during the year ended
December 31, 2001, Mr. Carrington made an additional non-interest capital
working loan in the amount of $50,000 to the Company. On March 26, 2002, the
Company made a payment of $50,000 to Mr. Carrington and on May 6, 2002 the
Company made a payment of $75,000 to Mr. Carrington. The entire outstanding
balance of $125,000 owed to Mr. Carrington has been repaid in full.

During the year ended December 31, 2001, Sirchie provided the Company with a
non-interest working capital loan in the amount of $10,011. This loan was paid
in full on August 6, 2002. In addition, during the year ended December 31, 2000,
the Company provided Sirchie with a loan in the amount of $3,149, which was
subsequently paid in full.

During the year ended December 31, 2001, Premier Crown Corporation, an affiliate
of Sirchie, provided the Company with a non-interest working capital loan in the
amount of $60,000. This loan was paid in full on September 23, 2002.

On August 29, 2001, the Company issued 1,666,667 shares of common stock to John
H. Carrington in exchange for $50,000 or $.03 per share, which was below the low
closing bid price of $.15 during the 2001 third quarter. The 1,666,667 shares of

common stock were issued to Mr. Carrington at a price below the market value for
the Company's common stock as a result of negotiations between the Company and
Mr. Carrington, and based upon the belief that the market value of the Company's
common stock was not indicative of its true value in light of the in light of
the limited trading market for the Company's securities and the large block of
stock being sold.

Sirchie owns 8,333,334 shares of common stock of our company or 41.9%. Sirchie
acquired these shares pursuant to an Agreement for the Exchange of Common Stock
entered on December 3, 2001 whereby all of the outstanding shares of common
stock of Law Enforcement Associates, Inc. ("LEAI"), our wholly owned subsidiary,
were delivered to us and a majority of our outstanding shares of common stock
were delivered to Sirchie. We subsequently changed our name from "Academy
Resources, Inc." to "Law Enforcement Associates Corporation".

Mr. Carrington, our director and majority shareholder, serves as the President,
Chief Executive Officer and a director and also owns 69.1% of Shirchie's
outstanding shares of common stock.

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

(a) The Exhibits required by Item 601 of Regulation S-B are as follows:

          2.1  Agreement for the Exchange of Common Stock by and between Academy
               Resources, Inc., Sirchie Finger Print Laboratories, Inc. and Law
               Enforcement Associates, Inc.(1) 2.2 Agreement by and among
               Academy Resources, Inc. and Myofis Internet, Inc.(1)
          3.1  Certificate of Incorporation(1)
          3.2  Certificate of Amendment to the Certificate of Incorporation(1)
          3.3  By-laws(1)
          10.1 Real Estate Lease entered between Sirchie Finger Print
               Laboratories, Inc. and Law Enforcement Associates Corp. dated
               February 1, 2002.(2)
          21.1 List of Subsidiaries of the Registrant(1)
          31.1 Certification of the Principal Executive Officer and Principal
               Financial Officer of Law Enforcement Associates Corporation
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
          32.1 Certification of the Principal Executive Officer and Principal
               Financial Officer of Law Enforcement Associates Corporation
               Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
          99.1 Code of Ethics and Business Conduct of Officers, Directors and
               Employees of Law Enforcement Associates Corporation (3)

(1) Previously filed on the Company's Form 10-SB filed July 11, 2002.
(2) Previously filed on the Company's Form 10-SB/A filed September 23, 2002.
(3) Previously filed on the Company's Form 10-KSB filed March 31, 2003.

(b) Reports on Form 8-K:

None.

Item 14. Principal Accountant Fees and Services.

Audit Fees. The aggregate fees billed by our auditors, for professional services
rendered for the audit of the Company's annual financial statements for the
years ended December 31, 2003 and 2002, and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB during the
fiscal years were $20,000 and $15,000, respectively.

                                       17
<PAGE>
Audit Related Fees.  For the years ended December 31, 2003 and 2002, the Company
incurred  fees to  auditors  of $8,270 and  $6,500 for audit  related  fees,
respectively.

All Other Fees.  No Other fees were billed by auditors for services  rendered to
the Company.

The Board of Directors has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.

                                       18
<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.

                                      LAW ENFORCEMENT ASSOCIATES CORPORATION

                                      By: /s/ Paul Feldman
                                          ----------------
                                          Paul Feldman, President and Treasurer

Dated: March 29, 2004

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

  Signature                          Title                              Date

 /s/Paul Feldman                President, Treasurer, Director    March 29, 2004
 ----------------               Principal Financial Officer and
    Paul Feldman                Principal Executive Officer


 /s/Inez Neff                   Secretary                         March 29, 2004
  ------------
    Inez Neff

 /s/John H. Carrington          Director                          March 29, 2004
    ------------------
    John H. Carrington


 /s/Martin L. Perry             Director                          March 29, 2004
    ---------------
    Martin L. Perry


 /s/Kent H. Carrington          Director                          March 29, 2004
    ------------------
    Kent H. Carrington

/s/ Anthony Rand                Director                          March 29, 2004
    ------------
    Anthony Rand
                                   19
<PAGE>
                              BAUM & COMPANY, P.A.
                          Certified Public Accountants
                        1515 University Drive - Suite 209
                          Coral Springs, Florida 33071



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Law Enforcement Associates Corporation


We have audited the accompanying consolidated balance sheets of Law Enforcement
Associates Corporation as of December 31, 2003 and 2002 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

 We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 present fairly in all material
respects, the financial position of Law Enforcement Associates Corporation as of
December 31, 2003 and 2002 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.



Coral Springs, Florida
March 25, 2004

                                       F-1

<PAGE>
                         Law Enforcement Associates Corporation
                                Consolidated Balance Sheets
                          December 31, 2003 and December 31, 2002
<TABLE>
<CAPTION>
                                                                                 December 31,            December 31,
                                                                                     2003                    2002
   ASSETS
                                                                            ---------------------   --------------------
<S>                                                                                    <C>                    <C>
 CURRENT ASSETS
        Cash                                                                           $ 514,624              $ 968,385
        Accounts receivable (net of allowance for doubtful accounts of
        ($21,509 &  $20,000)                                                           1,098,195                592,758
        Inventory                                                                        241,162                239,784
        Other current assets                                                             161,653                387,688
                                                                            ---------------------   --------------------
                                                                             .
              Total current assets                                                     2,015,634              2,188,615

 PROPERTY AND EQUIPMENT - net                                                             35,106                 63,622
                                                                            ---------------------   --------------------

 OTHER NON-CURRENT ASSETS
        Deferred charges                                                                 125,958                      -
                                                                            ---------------------   --------------------
              Total non-current assets                                                   125,958                      -

 Total assets                                                                        $ 2,176,698            $ 2,252,237
                                                                            =====================   ====================

                           LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
        Accounts payable and accruals                                                  $ 372,167              $ 192,798
        Dividend payable                                                                       -                199,204
        Capitalized leases payable - current                                               7,092                 16,802
        Income taxes payable                                                              65,710                410,153
        Prepaid sales deposits                                                            35,456                 13,160
                                                                            ---------------------   --------------------

              Total current liabilities                                                  480,425                832,117

 LONG TERM LIABILITIES
        Deferred tax liability                                                            59,820                      -
        Capitalized leases payable - net of current                                        2,251                  8,246
                                                                            ---------------------   --------------------

              Total long term liabilities                                                 62,071                  8,246
                                                                            ---------------------   --------------------

 Total liabilities                                                                       542,496                840,363
                                                                            ---------------------   --------------------

 STOCKHOLDERS' EQUITY
        Preferred stock $0.01 par value, 1,000,000 authorized, 0 issued                        -                      -
        Common stock, $0.001 par value, 50,000,000 authorized,
              19,885,433 and 19,920,433 issued and outstanding at
              December 31, 2003 and December 31, 2002, respectively                       19,885                 19,920
        Paid in capital in excess of par                                                 407,526                418,341
        Stock subscription receivable                                                          -                (30,000)
        Retained earnings                                                              1,206,791              1,003,613
                                                                            ---------------------   --------------------

              Total stockholders' equity                                               1,634,202              1,411,874
                                                                            ---------------------   --------------------

 Total liabilities and stockholders' equity                                          $ 2,176,698            $ 2,252,237
                                                                            =====================   ====================
</TABLE>

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

                                       F-2
<PAGE>
                          Law Enforcement Associates Corporation
                           Consolidated Statement of Operations
                      For the Years Ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                              December 31,           December 31,
                                                                                  2003                   2002
                                                                          ---------------------   --------------------

<S>                                                                                <C>                    <C>
 REVENUES                                                                          $ 6,123,104            $ 5,950,680

 COST OF GOODS SOLD                                                                  3,657,182              2,796,132
                                                                          ---------------------   --------------------

              Gross profit                                                           2,465,922              3,154,548

 RESEARCH AND DEVELOPMENT                                                              210,537                      -
 OPERATING EXPENSES                                                                  1,920,742              1,946,003
                                                                          ---------------------   --------------------

              Total Research, Development and Operating Expenses                     2,131,279              1,946,003

                                                                          ---------------------   --------------------
 Net income (loss) before other income (expenses) and
 provision for income taxes                                                            334,643              1,208,545

 OTHER INCOME (EXPENSE)
        Gain (loss) on sale of fixed assets                                                  -                     99
        Interest (expense)                                                              (5,935)                (3,548)
                                                                          ---------------------   --------------------

              Total other income (expense)                                              (5,935)                (3,449)
                                                                          ---------------------   --------------------

 Net income (loss) before provision for income taxes                                   328,708              1,205,096

 Provision for income taxes                                                            125,530                482,038
                                                                          ---------------------   --------------------

 Net income (loss)                                                                   $ 203,178              $ 723,058
                                                                          =====================   ====================
 Net income (loss) per weighted average share, basic                                      0.01                   0.04
                                                                          =====================   ====================
 Weighted average number of shares                                                  19,947,548             19,920,433
                                                                          =====================   ====================

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       F-3
<PAGE>
                          Law Enforcement Associates Corporation
                           Consolidated Statement of Operations
                       Three Months Ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                             December 31,           December 31,
                                                                                 2003                   2002
                                                                         ---------------------   --------------------
<S>                                                                                <C>                    <C>
 REVENUES                                                                          2,528,533              1,233,685


 COST OF GOODS SOLD                                                                1,549,039                822,303
                                                                        ---------------------   --------------------

              Gross profit                                                           979,494                411,382

 RESEARCH AND DEVELOPMENT                                                                  -                      -
 OPERATING EXPENSES                                                                  581,797                620,291
                                                                        ---------------------   --------------------

              Total Research, Development and Operating Expenses                     581,797                620,291

                                                                         ---------------------   --------------------
 Net income (loss) before other income (expenses) and
 provision for income taxes                                                          397,697               (208,909)

 OTHER INCOME (EXPENSE)
        Gain (loss) on sale of fixed assets                                                -                     99
        Interest (expense)                                                            (3,723)                  (622)
                                                                        ---------------------   --------------------

              Total other income (expense)                                            (3,723)                  (523)
                                                                        ---------------------   --------------------

 Net income (loss) before provision for income taxes                                 393,974               (209,432)

 Provision form income taxes                                                         142,173                (97,962)
                                                                        ---------------------   --------------------

 Net income (loss)                                                                 $ 251,801             $ (111,470)
                                                                        =====================   ====================
  Net income (loss) per weighted average share, basic                                   0.01                  (0.01)
                                                                        =====================   ====================
  Weighted average number of shares                                               19,956,933             19,920,433
                                                                        =====================   ====================
</TABLE>

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


                                       F-4
<PAGE>
                           Consolidated Statement of Cash Flows
                          Years Ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                                      December 31,           December 31,
                                                                                          2003                   2002
                                                                                  ---------------------   --------------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                          <C>                    <C>
        Net income (loss)                                                                    $ 203,178              $ 723,058

        Adjustments to reconcile net income (loss) to net cash provided (used)
        by operations:
              Depreciation and amortization                                                     28,516                 40,824
              Gain on sale of fixed assets                                                           -                    (99)
              Imputed rent expense                                                                   -                  5,250
              Common stock issued for services                                                  19,150                190,080
        Changes in operating assets and liabilities:
              (Increase) decrease in accounts receivable                                      (505,437)               479,163
              (Increase) decrease in inventory                                                  (1,378)               (48,921)
              (Increase) decrease in other current assets                                      226,035               (382,295)
              Increase (decrease) in accounts payable and other accruals                       179,369                (94,931)
              Increase (decrease) in income taxes payable                                     (284,623)               229,153
              Increase (decrease) in customer sales deposits                                    22,296                (44,289)
                                                                                  ---------------------   --------------------

 Net cash provided (used) by operating activities                                             (112,894)             1,096,993
 CASH FLOW FROM INVESTING ACTIVITIES:
        Payments for new product development                                                  (125,958)                 - 0 -
        Payments for fixed assets                                                                - 0 -                (11,807)
        Proceeds from the sale of fixed assets                                                       -                  5,230
                                                                                  ---------------------   --------------------

 Net cash provided (used) by investing activities                                             (125,958)                (6,577)

 CASH FLOW FROM FINANCING ACTIVITIES:
        Increases in loans payable -related parties                                            575,500                  - 0 -
         (Decreases) in loans payable -related parties                                        (575,500)              (195,011)
        (Decrease) in capital leases payable                                                   (15,705)               (12,340)
                                                                                  ---------------------   --------------------
        Payment of dividend                                                                   (199,204)                 - 0 -
                                                                                  ---------------------   --------------------

 Net cash provided (used) by financing activities                                             (214,909)              (207,351)
                                                                                  ---------------------   --------------------

 Net increase (decrease) in cash                                                              (453,761)               883,065

 CASH - BEGINNING                                                                              968,385                 85,320
                                                                                  ---------------------   --------------------

 CASH - ENDING                                                                               $ 514,624              $ 968,385
                                                                                  =====================   ====================

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for interest expense                                                                $ 5,935                $ 3,548
                                                                                  =====================   ====================
 Cash paid for income taxes                                                                  $ 180,203              $ 640,575
                                                                                  =====================   ====================

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       F-5
<PAGE>
                     Law Enforcement Associates Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

1) SIGNIFICANT ACCOUNTING POLICIES

Organization and operations

Law Enforcement Associates Corporation (originally Academy Resources,  Inc.) was
formed on December 3, 2001 when the company  acquired all the outstanding  stock
of Law  Enforcement  Associates,  Inc., a New Jersey  company doing  business in
North Carolina, that was incorporated in 1972.

The operations of the company consist of manufacturing and providing,
surveillance and intelligence gathering products and vehicle inspection
equipment. Products are used by law enforcement agencies, the military, security
and correctional organizations.

Principles of consolidation

The consolidated financial statements include the accounts of Law Enforcement
Associates Corporation and its wholly-owned subsidiary Law Enforcement
Associates, Inc. All inter company transactions have been eliminated.

Revenue recognition

The Company's revenue is derived primarily from the sale of its products to its
customers upon shipment of product or upon the providing of services. Revenue
recognition is upon receipt and acceptance of the product or service by the
customer.

Net income per share

Basic earnings per share is computed by dividing the net income by the
weighted-average number of shares of common stock and common stock equivalents
(primarily outstanding options and warrants). Common stock equivalents represent
the dilutive effect of the assumed exercise of the outstanding stock options and
warrants, using the treasury stock method. The calculation of fully diluted
earnings per share assumes the dilutive effect of the exercise of outstanding
options and warrants at either the beginning of the respective period presented
or the date of issuance, whichever is later. There are no common stock
equivalents for the company. No preferred stock had been issued.

Income taxes

Deferred income taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating loss
and tax credit carry-forwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Fair value of financial instruments

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments: Cash, accounts receivable, and accounts
payable. The carrying amounts approximated fair value because of the demand
nature of these instruments.

                                       F-6
<PAGE>
1) SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of estimates

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

Inventory

Inventory is stated at the lower of cost or market on the FIFO basis.

Accounts receivable

Represents amounts due from customers for products sold or services provided.
Substantially all amounts are expected to be collected within 60 days. The
$21,509 allowance for bad debt balance at December 31, 2003 and $20,000 at
December 31, 2002 that had been established, is a management estimate due to the
credit worthiness of the primary customer base, largely government entities and
the military.

2) PROPERTY AND EQUIPMENT

The cost of property and equipment is depreciated using the accelerated and
straight-line methods over the estimated useful lives (5-7 years) of the various
assets. Property and equipment as of December 31, 2003 and 2002 consist of the
following:
<TABLE>
<CAPTION>
                                                       December 31, 2003              December 31, 2002
                                                       -----------------              -----------------
<S>                                                             <C>                            <C>
Office Furniture & Equip.                                       $ 43,408                       $ 43,408
Leasehold Improvements                                            61,931                         61,931
Machinery & Equipment                                             220297                         220297
                                                                  ------                         ------
     Total Property & Equip                                      325,636                        325,636
Accumulated Depreciation                                       (290,530)                      (262,014)
                                                               ---------                      ---------
     Net Property & Equip.                                      $ 35,106                       $ 63,622
                                                                --------                       --------
</TABLE>

Included in property and equipment at December 31, 2003 are capitalized lease
equipment with a value of $187,578 and accumulated depreciation of $175, 688.

3) INCOME TAXES

In accordance with FASB 109, deferred income taxes and benefits are provided for
the results of operations of the Company. The principle temporary differences
that will result in deferred tax assets and liabilities are certain expenses and
losses accrued for financial reporting purposes not deductible for tax purposes
until paid. The differences between Federal income tax rate and the effective
income tax rate as reflected in the accompanying co consolidated statement of
operations are for the quarter ended:
<TABLE>
<CAPTION>
                                                            December 31, 2003          December 31, 2002
                                                            -----------------          -----------------
<S>                                                                <C>                        <C>
Statutory federal income tax rate                                  34%                        34%
State franchise and income tax                                     5%                          5
Timing differences of expenses                                    (1)%                         1
Effective tax rate                                                 38%                         40%
</TABLE>

Prior to the merger,  Law  Enforcement  Associates,  Inc.  filed a  consolidated
income tax return as a subsidiary of the Sirchie Finger Print Laboratories Inc.


                                       F-7
<PAGE>
4) CAPITAL TRANSACTIONS

On November 7, 2002 the company issued 450,000 shares of common stock to three
individuals for services.

On November 25, 2002 the company issued 21,000 shares of common stock to eight
individuals for services.

On April 16, 2003 the company issued 50,000 shares of common stock to four
individuals for services.

On November 12, 2003 the company issued 15,000 shares of common stock to two
individuals for services

The common stock subscription was satisfied with the return of 100,000 shares of
stock, which were subsequently cancelled.

5) LEASE COMMITMENTS

Facilities

The Company's lease for its office facilities expired on January 31, 2002. It
executed a new lease agreement for expanded facilities commencing February 1,
2002 and ending on January 31, 2003 for approximately $138,900. This lease is
with Sirchie Finger Print Laboratories, Inc. (Sirchie) the majority stockholder
of the company. The lease was renewed on the same terms and expires December 31,
2003.

Equipment

The company has capitalized lease liabilities as of December 31, 2003 of $9343.
expiring through August, 2005. Required lease payments are, $7,092 in 2004 and
$2,251 in 2005. Equipment operating commitments are $4,080 in 2004.

6) CONCENTRATION OF RISK

The company places its cash in high credit quality financial institutions.
During 2002 and 2003 the Company had on deposit funds in excess of the $100,000
FDIC insured limits. Management does not believe that there is any concentration
risk.

 At December 31, 2002, a receivable from one customer represented 32% of total
receivables and from another customer represented 22% of receivables. At
December 31, 2003 receivables from three customers represented 26% of total
receivables.

For the year ended December 31, 2002, sales to one customer represented 25% of
total sales. For the year ended December 31, 2003, sales to one customer
accounted for 17% of total sales.


7) DIVIDEND DECLARED

The Company declared a dividend of $0.01 payable January 31, 2003 to
shareholders of record on December 20, 2002. The total amount of the dividend
paid was $199,204.

                                      F-8
<PAGE>
8) LOAN PAYABLE - SIRCHIE FINGER PRINT

On August 12, 2003. the Company borrowed $145,500 from Sirchie Finger Print
Laboratories, Inc., which owns 42% of the outstanding stock of the Company. The
note bears interest at 4.25%. Principal and interest are due ninety days from
the date of the note. Sirchie has also provided other short term working capital
advances. All notes and advances have been repaid by December 31, 2003.

9) CONTRACT COMMITMENT

On March 28, 2003, the Company entered into a contract for technology research
and product design services in the amount of $373,000 plus expenses. Payments
are made as the services are provided. Through December 31, 2003, $336,495 has
been paid on the contract. Of these payments, $210,537 has been expensed as
research and development and $125,958 is included in deferred charges, as new
product development.

10 NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure
an Amendment of FASB Statement No. 123" (SFAS 148). SFAS 148 amends SFAS 123
"Accounting for Stock-Based Compensation," providing for an alternative method
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. Additionally, it amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS 148 is effective for fiscal years beginning after December 15,
2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. The Company's adoption of the interim disclosure provisions of SFAS 148
did not affect our financial position.

The FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FIN 46) in January 2003. FIN 46 requires that if an entity has a
controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. This FASB is
not applicable to the company since the company does not have any variable
interest entities.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" (SFAS 150). SFAS 150 sets standards for an issuer as to
how to classify and measure financial instruments with characteristics of both
liabilities and equity. SFAS 150 is effective for financial instruments entered
into after May 31, 2003, and is effective after June 15, 2003. Adoption of SFAS
150 is not expected to have a material effect on the Company.

                                      F-9