SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Amendment No.1
                                       to
                                   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, 2004
                          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 Identification Number)
 Incorporation or Organization)


               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 $6,235,936.

The  aggregate  market value of the voting stock held by  non-affiliates  of Law
Enforcement Associates Corporation was $45,395,137 as of March 28 2005, based on
the average bid and asked price of $4.425 per share as of that date.

There were 25,132,436 shares of common stock, $.001 par value, outstanding as of
March 28 2005.


<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.
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 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.

     On June 3, 2004, we entered into two separate and distinct agreements to
acquire assets. The first agreement was between us and Audio Intelligent Devices
("AID"), Inc., a privately held manufacturer of electronic surveillance
equipment to law enforcement and government agencies. Pursuant to that
agreement, we purchased some of AID's inventory for a purchase price of
$540,000, payable $200,000 in cash, and $340,000 payable over 34 months in
increments of $10,000 per month.

     In a separate transaction, we acquired surveillance equipment from a third
party. The surveillance equipment will be integrated into our business. We paid
the third party 2,400,000 shares of our restricted common stock in exchange for
that equipment.

     On September 14, 2004, we closed on two separate and distinct agreements to
acquire certain patents which relate to Less Lethal, Electrical Discharge
Weapons ("EDW"). The first was agreement was between us and James F. McNulty,
Jr. , whereby in exchange for 750,000 shares of our restricted common stock, we
acquired patents which relate to EDW and more specifically a method and
apparatus for increasing the effectiveness of the electrical discharge for such
weapons. The second agreement was with Yong S. Park whereby in exchange for
750,000 shares of our restricted common stock, we will acquired certain patents
which relate to EDW, including a guard propulsion system for a remote electrical
discharge weapon. In addition, we agreed to issue James F. McNulty, Jr., an
additional 20,000 shares of our restricted common stock in exchange for molds
which he had already developed which relate to EDW. To further the development
of the EDW, we also entered into consulting agreements with James McNulty, Sr.,
and John Chuddy, II whereby they agreed to assist us in the development and
manufacturing design of the EDW.

     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 disguisedminiature 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 points that 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 Audio Intelligence
Devices(AID) 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.leacorp.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. We are in the process of developing a
          less lethal weapon (Stun Pistol) which we anticipate we will offer for
          sale in the second quarter 2005.


     Our distribution network presently consists of 8 employees and seven 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 disguised 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:

     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.

                                       3
<PAGE>

     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:

     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:

                                       4
<PAGE>

     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.

     DIGITAL PINHOLE SURVEILLANCE SYSTEM - includes a Digital 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 a Digital 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.

     PRODUCT UNDER DEVELOPMENT-As a result of our purchase of the patents
discussed above, we are currently developing an EDW weapon which we believe will
be ready for sale to law enforcement agencies in the second quarter. The EDW
will be sold only to law enforcement agencies and not to the general public.

Customers

     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 seven 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.lea-sales.com.

Marketing

                                       5
<PAGE>

     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 not highly competitive. The
market for surveillance products is basically comprised of one competitor with
each of us having an equal market share. Our prime competitor is DTC
Communications, 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 built with the
same specifications. 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.

     As stated above, we are in the process of developing a EDW weapon, and as a
result, we will come into direct competition with Taser International, Inc.
("Taser"). Taser is the leading manufacturer and supplier to law enforcement
agencies of less lethal, electrical discharge weapons. While Taser is the leader
in the industry and has more capital resources than we presently have, we
believe that our new weapon will be able to compete in the market with Taser as
we believe our weapon is better designed and has better features.

Patents and Trademarks

     Other than the patents described above, we do not hold any other patents
relating to any of our other products or related technologies. We have trademark
protection for the name "LEA , AID, Audio Intelligence Devices and 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.

                                       6
<PAGE>

     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, 2005, we have a total of approximately 27 employees, of
which approximately 8 were employed within the sales and marketing area and
approximately 19 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.

     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.

                                       7
<PAGE>

                                     PART II

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

PRICE RANGE OF COMMON EQUITY

     Our common stock is currently traded on the Over-The-Counter Bulletin Board
(the "OTCBB"), under the symbol "LENF". 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
   ------------------------- -------------------- -------------------------
   2003                      $                    $
   ------------------------- -------------------- -------------------------
   First Quarter             1.50                 0.35
   ------------------------- -------------------- -------------------------
   Second Quarter            0.65                 0.15
   ------------------------- -------------------- -------------------------
   Third Quarter             0.61                 0.15
   ------------------------- -------------------- -------------------------
   Fourth Quarter            0.52                 0.33
   ------------------------- -------------------- -------------------------
   2004
   ------------------------- -------------------- -------------------------
   First Quarter             0.65                 0.26
   ------------------------- -------------------- -------------------------
   Second Quarter            1.19                 0.47
   ------------------------- -------------------- -------------------------
   Third Quarter             2.30                 0.61
   ------------------------- -------------------- -------------------------
   Fourth Quarter            6.78                 1.85
   ------------------------- -------------------- -------------------------

The per share closing sales price of the common stock as reported by the OTCBB
on March 25 2005, (the date of the last reported sale) was $4.42.

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2004, we had the following securities authorized for issuance
under the equity compensation plans:
<TABLE>
<CAPTION>

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

                                       8
<PAGE>

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.

     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.

                                       9
<PAGE>

     (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.

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.

                                       10
<PAGE>

     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.

     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 reoffered 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

     The statements contained herein are not purely historical statements, but
rather include what we believe are forward-looking statements. These include
statements about our expectations, beliefs, intentions or strategies for the
future, which are indicated by words or phrases such as "anticipate," "expect,"
"intend," "plan," "will," "we believe," "the company believes", "management
believes" and similar words or phrases. The forward-looking statements are based
on our current expectations and are subject to certain risks, uncertainties and
assumptions, including factors set forth in the following discussion and in the
discussions under "Business." Our actual results could differ materially from
results anticipated in these forward-looking statements. All forward-looking
statements included in this document are based on information available to us on
the date hereof, and we assume no obligation to update any such forward-looking
statements.

Overview

     We manufacture and distribute undercover surveillance products including a
complete line of 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 disguised miniature cameras to video transmission and recording systems. We
also offer our Bloodhound Global Positioning Tracking System, which is a global
positioning tracking system. The Bloodhound Global Positioning Tracking System
has been one of our leading products. Finally, we also sell the under vehicle
inspection system, which also is one of our leading products. 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.

Results of Operations

Results of Operations - Year Ended December 31, 2004 Compared to Year Ended
December 30, 2003 (audited)

Revenues

     Revenues generated during the year ended December 31, 2004, were
$6,235,936, as compared to $6,123,104 for the year ended December 30, 2003, an
increase of $112,832 (1.84%). The slight increase in revenues from the prior
year is primarily due to the increased sales of products which resulted from the
Audio Intelligence Devices acquisition. We expect the trend in increased
revenues to continue for the foreseeable future as a result of the increased
purchases of the Audio Intelligence Devices products as well as 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, 2004, were $3,314,555,
as compared to $3,657,182 for the year ended December 31, 2003, a decrease of
$342,627 (9.37%) We attribute this decline to the lower cost attributable to the
integration of the designs which where acquired from Audio Intelligence Devices.


                                       11
<PAGE>

Operating Expenses

     Operating Expenses incurred for the year ended December 31, 2004, were
$2,395,456 as compared to $1,901,592, for the year ended December 31, 2003, an
increase of $493,864 (25.97%). We expect operating expenses to continue to
increase if our sales level increase. We believe this increase was due primarily
to the additional employees and the moving expenses related to the AID
acquisition

Net Income and Earnings Per Share

     We sustained a net loss and a basic net loss per weighted average share of
$(177,166) and ($.01) for the year ended December 31, 2003, as compared to a net
income of $203,178 and $0.01 for the year ended December 31, 2004. In fiscal
2004, we paid a total of $685,430 in shares of our common stock. But for these
issuances of common stock, our total expenses for fiscal 2004 we would have been
$2,543,650 and thus we actually sustained an operating profit of $377,731. We
expect to maintain operating profitably in fiscal 2005.

Liquidity and Capital Resources

     At December 31, 2004, we had working capital of $1,839,395 as compared with
$1,285,921 at December 31, 2003, an increase of $553,474 (43.04%). 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 41.9% of our
outstanding stock. Mr. Carrington is also a majority shareholder of Sirchie. All
the loans which Serchie previously made to us were paid in full in Fiscal 2003
and we did not borrow any money from Sirchie in Fiscal 2004. We have a line of
credit with Wachovia Bank in the amount of $750,000. We do not owe any money on
that line.

     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 2004, we spent $148,194 on research and development. The majority
of these funds were spent on the research and development of our EDW. We expect
to continue to expend funds on the research and development on our EDW. We do
not have any other current plans to commence research and development
activities. However, we will engage in any research and development project that
is feasible and can be accomplished on an economical basis.

Inflation

     We believe that the impact of inflation on our operations since our
inception has not been material.

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, 2004, 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.

                                       12
<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 March December 31, 2004, are as follows:






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

         Paul Feldman                  48              President, Treasurer
                                                       And Director

         John H. Carrington            70              Director

         Anthony Rand                  65              Director

         Martin L. Perry               44              Director

         General James J. Lindsay      72              Director

         Joseph Jordan                 57              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 LEAI 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.

     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

                                       13
<PAGE>

     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 Equipment Distributors, Raleigh North Carolina which works
exclusively with the law enforcement community.

     General James J. Lindsay has served as a director of the Company since
August 2004. General Lindsay retired from the Armed Services on July 1, 1990.
Currently, General Lindsay is president of the Airborne and Special Operations
Museum Foundation, and a Senior Observer with the Army's Battle Command Training
Program. Additionally, General Lindsey is a member of the United States Army
Ranger Hall of Fame and Officer Candidate School Hall of Fame, US Army Science
Board and Special Operations Advisory Group to the Secretary of Defense. He was
also the 1996 recipient of the Infantry's Doughboy Award, and the 1998 recipient
of the United States Special Operations Command Bull Simon Award.

     Joseph A. Jordan has served as director since December 2004. on our as an
additional member of the Board of Directors of the Company. Mr. Jordan received
a B.S. in Accounting from Villanova University 1969 and was the former managing
partner Kopensky & Company CPA's. He is currently a partner in the accounting
firm of Jordan & Delaney LLP and is currently a member of the American Institute
of CPA's. In addition, the Company adopted a formal Audit Committee Charter.

     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.


Audit Committee

     On December 23, 2004, the Company established an audit committee.
Currently, Mr. Rand and Mr. Perry and Mr. Jordan are members of that committee..


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 2004, 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, 2004 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, 2004 (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE
                              Annual Compensation                       Long-Term Compensation
                              -------------------                       ----------------------
                                                       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 (#)

<S>                    <C>      <C>          <C>      <C>         <C>            <C>          <C>          <C>
Paul Feldman,          2004     $127,793.84   ---        ----         400,000      ----             ----     ----
President              2003     $180,631      ---        ----         300,000      ----             ----     ----

</TABLE>


                                       14
<PAGE>

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.

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

The following table sets forth certain information as of March 23, 2005, 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.





                                              Amount of           Percentage of
  Name and Address of                         Beneficial            Beneficial
  Beneficial Owner                            Ownership             Ownership
  ----------------                            ---------             ---------
 John H. Carrington(1)*                      14,098,368(2)           56.10%

 Sirchie Finger Print Laboratories, Inc.*     8,333,334(3)           33.16%

 Paul Feldman (1)(3) *                          491,146               1.95%

 Anthony Rand(1)*                               125,334               0.50%

 Martin L. Perry(1)*                            111,000               0.44%

 James J. Lindsay(1)                             50,000               0.20%

 Joseph Jordan (1)                                1,000              0.004%


 All Directors and Executive Officers as a
 Group (6 persons)                           14,876,848              59.19%


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

(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 25,132,436 shares of common stock
outstanding as of March 28, 2005, assuming no other changes in the beneficial
ownership of the our securities.



Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We entered into no related transactions within the last two fiscal years.

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

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


                                       15
<PAGE>

     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.

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, 2004 and 2003, and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB during the
fiscal years were $ and $20,000 respectively.

Audit Related Fees. For the years ended December 31, 2004 and 2003, the Company
incurred fees to auditors of $___ and ___ for audit related fees, respectively.

All Other Fees. No other fees were billed by our 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.



                                       16
<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: April 1, 2005

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    4/01/05
           --------------              Principal Financial Officer and
           Paul Feldman                Principal Executive Officer


           /s/John H. Carrington       Director                          4/01/05
           ---------------------
           John H. Carrington

           /s/Martin L. Perry          Director                          4/01/05
           ------------------
           Martin L. Perry

           /s/ James Lindsey           Director                          4/01/05
           -----------------
           James Lindsay

           /s/ Anthony Rand            Director                          4/01/05
           ----------------
           Anthony Rand

           /s/ Joseph Jordan           Director                          4/01/05
           -----------------
           Joseph Jordan



                                       17
<PAGE>
                              BAUM & COMPANY, P.A.
                          Certified Public Accountants
                        1515 University Drive - Suite 209
                          Coral Springs, Florida 33071



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2004 and 2003 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements present fairly in all material
respects, the financial position of Law Enforcement Associates Corporation as of
December 31, 2004 and 2003 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended in
conformity with United States generally accepted accounting principles.



Coral Springs, Florida
March 17, 2005


                                      F-1
<PAGE>

                          Law Enforcement Associates Corporation
                                Consolidated Balance Sheets
                          December 31, 2004 and December 31, 2003
<TABLE>
<CAPTION>


                                                                                         December 31,            December 31,
                                                                                             2004                    2003
                                                                                     ---------------------   --------------------
   ASSETS


 CURRENT ASSETS
<S>                                                                                             <C>                    <C>
        Cash                                                                          $           438,367     $          514,624
        Accounts receivable (net of allowance for doubtful accounts of $21,509)                 1,053,719              1,098,195
        Inventory                                                                                 842,764                241,162
        Other current assets                                                                      283,688                161,653
                                                                                     ---------------------   --------------------
                                                                                      .                       .
              Total current assets                                                              2,618,538              2,015,634

 PROPERTY AND EQUIPMENT - net                                                                     340,398                 35,106
                                                                                     ---------------------   --------------------

 OTHER NON-CURRENT ASSETS
        Goodwill                                                                                1,952,799                      -
         Patents                                                                                1,016,250                      -
        Deferred charges                                                                          125,958                125,958
                                                                                     ---------------------   --------------------
              Total non-current assets                                                          3,095,007                125,958

 Total assets                                                                         $         6,053,943     $        2,176,698
                                                                                     =====================   ====================

                           LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
        Note Payable-current portion                                                  $           109,293     $                -
        Accounts payable and accruals                                                             571,951                372,167
        Capitalized leases payable - current                                                        2,251                  7,092
        Income taxes payable                                                                            -                 65,710
        Prepaid sales deposits                                                                     95,648                 35,456
                                                                                     ---------------------   --------------------

              Total current liabilities                                                           779,143                480,425

 LONG TERM LIABILITIES
        Note Payable-net of current portion                                                       154,473                      -
        Deferred tax liability                                                                     27,211                 59,820
        Capitalized leases payable - net of current                                                     -                  2,251
                                                                                     ---------------------   --------------------

              Total long term liabilities                                                         181,684                 62,071
                                                                                     ---------------------   --------------------

 Total liabilities                                                                                960,827                542,496
                                                                                     ---------------------   --------------------

 STOCKHOLDERS' EQUITY
        Preferred stock $0.01 par value, 1,000,000 authorized, 0 issued                                 -                      -
        Common stock, $0.001 par value, 50,000,000 authorized,
              25,025,433 and 19,885,433 issued and outstanding at
              December 31, 2003 and December 31, 2002, respectively                                25,025                 19,885
        Paid in capital in excess of par                                                        4,038,466                407,526
        Retained earnings                                                                       1,029,625              1,206,791
                                                                                     ---------------------   --------------------

              Total stockholders' equity                                                        5,093,116              1,634,202
                                                                                     ---------------------   --------------------

 Total liabilities and stockholders' equity                                           $         6,053,943     $        2,176,698
                                                                                     =====================   ====================
</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, 2004 and 2003
<TABLE>
<CAPTION>

                                                                                            December 31,           December 31,
                                                                                                2004                   2003
                                                                                     ---------------------   --------------------
<S>                                                                                           <C>                    <C>
 REVENUES                                                                             $         6,235,936     $        6,123,104

 COST OF GOODS SOLD                                                                             3,314,555              3,657,182
                                                                                     ---------------------   --------------------

              Gross profit                                                                      2,921,381              2,465,922

 RESEARCH AND DEVELOPMENT                                                                         148,194                210,537
 SERVICES AND COMPENSATION PAID WITH STOCK                                                        685,430                 19,150
 OPERATING EXPENSES                                                                             2,395,456              1,901,592
                                                                                     ---------------------   --------------------

              Total Research, Development and Operating Expenses                                3,229,080              2,131,279

                                                                                     ---------------------   --------------------
 Net income (loss) before other income (expenses) and
 provision for income taxes                                                                      (307,699)               334,643

 OTHER INCOME (EXPENSE)
        Gain (loss) on sale of fixed assets                                                        30,673                      -
        Interest (expense)                                                                         (9,593)                (5,935)
                                                                                     ---------------------   --------------------

              Total other income (expense)                                                         21,080                 (5,935)
                                                                                     ---------------------   --------------------

 Net income (loss) before provision for income taxes                                             (286,619)               328,708

 Provision for income taxes                                                                      (109,453)               125,530
                                                                                     ---------------------   --------------------

 Net income (loss)                                                                    $          (177,166)    $          203,178
                                                                                     =====================   ====================
 Net income (loss) per weighted average share, basic                                  $             (0.01)    $             0.01
                                                                                     =====================   ====================
 Weighted average number of shares                                                             21,263,455             19,947,548
                                                                                     =====================   ====================

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

                                       F-3

<PAGE>

                          Law Enforcement Associates Corporation
                           Consolidated Statement of Cash Flows
                          Years Ended December 31, 2004 and 2003
<TABLE>
<CAPTION>


                                                                                            December 31,            December 31,
                                                                                                2004                   2003
                                                                                     ---------------------   --------------------
<S>                                                                                            <C>                     <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income (loss)                                                             $          (177,166)    $          203,178

        Adjustments to reconcile net income (loss) to net cash provided (used)
        by operations:
              Depreciation and amortization                                                        41,781                 28,516
              Common stock issued for services                                                    684,360                 19,150
        Changes in operating assets and liabilities:
              (Increase) decrease in accounts receivable                                           44,476               (505,437)
              (Increase) decrease in inventory                                                   (601,587)                (1,378)
              (Increase) decrease in other current assets                                        (154,644)               226,035
              Increase (decrease) in accounts payable and other accruals                          199,784                179,369
              Increase (decrease) in income taxes payable                                         (65,710)              (284,623)
              Increase (decrease) in customer sales deposits                                       60,192                 22,296
                                                                                     ---------------------   --------------------

 Net cash provided (used) by operating activities                                                  31,486               (112,894)
 CASH FLOW FROM INVESTING ACTIVITIES:
        Payments for new product development                                                            -               (125,958)
        Payments for fixed assets                                                                 (48,015)                     -
                                                                                     ---------------------   --------------------

 Net cash provided (used) by investing activities                                                 (48,015)              (125,958)

 CASH FLOW FROM FINANCING ACTIVITIES:
        Increases in loans payable -related parties                                                     -                575,500
         (Decreases) in loans payable -related parties                                                  -               (575,500)
        Payments of note issued for asset purchase                                                (52,636)
        (Decrease) in capital leases payable                                                       (7,092)               (15,705)
        Payment of dividend                                                                             -               (199,204)
                                                                                     ---------------------   --------------------

 Net cash provided (used) by financing activities                                                 (59,728)              (214,909)
                                                                                     ---------------------   --------------------

 Net increase (decrease) in cash                                                                  (76,257)              (453,761)

 CASH - BEGINNING                                                                                 514,624                968,385
                                                                                     ---------------------   --------------------

 CASH - ENDING                                                                        $           438,367     $          514,624
                                                                                     =====================   ====================

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for interest expense                                                       $             9,593     $            5,935
                                                                                     =====================   ====================
 Cash paid for income taxes                                                           $            65,000     $          180,203
                                                                                     =====================   ====================
 Common stock issued for molds/equipment                                              $            14,400     $                -
 Common stock issued for patents                                                                1,016,250                      -
 Common stock issued for assets                                                                 1,920,000                      -

</TABLE>

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

                                       F-4
<PAGE>

                     Law Enforcement Associates Corporation
                 Consolidated Statement of Stockholders' Equity
<TABLE>
<CAPTION>

                                                                    Paid in Capital       Stock                           Total
                            Number of      Common     Preferred       in Excess       Subscription      Retained       Stockholders'
                             Shares         Stock        Stock          of Par          Receivable      Earnings         Equity
                           ------------- ------------ ------------ ----------------- ---------------- -------------  ---------------
<C>                          <C>            <C>               <C>         <C>              <C>         <C>              <C>
BALANCE, DECEMBER 31,
2002                         19,920,433     $ 19,920          $ -         $ 418,341        $ (30,000)  $ 1,003,613      $ 1,411,874


Common stock issued for
services                         65,000           65                         19,085                                          19,150


Stock subscription
Settlement                     (100,000)        (100)                       (29,900)          30,000                              -

Net income for the Year
ended December 31, 2003                                                                                    203,178          203,178
                           ---------------------------------------------------------------------------------------------------------

BALANCE, DECEMBER 31, 2003   19,885,433       19,885            -           407,526                -     1,206,791        1,634,202


Common stock issued for
services                      1,070,000        1,070                        684,360                                         685,430

Common stock issued for
AID assets                    2,400,000        2,400                      1,917,600                                       1,920,000

Common stock issued for
Patents                       1,650,000        1,650                      1,014,600                                       1,016,250

Common stock issued for
Molds                            20,000           20                         14,380                                          14,400

Net loss for the Year
ended December 31, 2004                                                                                   (177,166)        (177,166)

                                                                                                                 -                -
                           ---------------------------------------------------------------------------------------------------------
BALANCE, December 31,
2004                         25,025,433     $ 25,025          $ -       $ 4,038,466              $ -   $ 1,029,625      $ 5,093,116
                           =========================================================================================================
</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, 2004 and 2003

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.

Inventory

Inventory  is stated at the lower of cost or market on the FIFO basis.  Obsolete
and excess inventory is written off.

                                       F-6

<PAGE>
                     Law Enforcement Associates Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2004 and 2003

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.

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, 2004 and 2003 that had
been established,  is a management  estimate due to the credit worthiness of the
primary customer base, largely government entities and the military.

Product Warrantee

The company provides a provision for estimated warrantee repairs.

2) PROPERTY AND EQUIPMENT

Property and Equipment are recorded at cost.  Expenditures  for major  additions
and  improvements  are  capitalized  and minor  replacements,  maintenance,  and
repairs are charged to expense as  incurred.  When  property and  equipment  are
retired or otherwise  disposed  of, the cost and  accumulated  depreciation  are
removed  from the  accounts  and any  resulting  gain or loss is included in the
results of operations for the respective periods.  Depreciation is provided over
the  estimated  useful  lives of the related  assets using the  accelerated  and
straight-line  methods for financial  statement  purposes.  The estimated useful
lives for significant property and equipment categories are as follows

<TABLE>
<CAPTION>

<S>                                 <C>  <C>                                        <C>
Office Furniture & Equipment        5 to 7 years     Leasehold Improvements         7 years
Vehicles                            3 to 5 years     Machinery & Equipment         5 to 7 years
</TABLE>

The following is a summary of property and equipment, at December 30, 2004 and
2003:

<TABLE>
<CAPTION>
                                                       December 31, 2004              December 31, 2003
                                                       -----------------              -----------------
<S>                                                             <C>                            <C>
Office Furniture & Equip.                                       $ 43,408                       $ 43,408
Leasehold Improvements                                            61,931                         61,931
Vehicle                                                           16,000                              0
Machinery & Equipment                                            549,815                        220,297
                                                                 -------                        -------
     Total Property & Equip                                      671,154                        325,636
Accumulated Depreciation                                       (330,756)                      (290,530)
                                                               ---------                      ---------
     Net Property & Equip.                                     $ 340,398                       $ 35,106
                                                               ---------                       --------
</TABLE>
Included in property and  equipment at December 31, 2004 are  capitalized  lease
equipment  with a value of $187,578.  Depreciation  expense for the years ending
December 31, 2004 and 2003 were $ 97,771 and $ 42,981, respectively.

                                      F-7
<PAGE>
                     Law Enforcement Associates Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2004 and 2003

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, 2004          December 31, 2003
                                                            -----------------          -----------------
<S>                                                                <C>                        <C>
Statutory federal income tax rate                                  34%                        34%
State franchise and income tax                                     5%                          5
Timing differences of expenses                                      -                         (1)
Effective tax rate                                                 39%                        38%
</TABLE>

The company has recognized a tax benefit on its loss for 2004, in recognition of
loss carry-backs to prior years and anticipated future profits.

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

4) CAPITAL TRANSACTIONS

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 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.

On April 20, 2004 the Company issued  620,000 shares of restricted  common stock
to four individuals for services valued at $434,000

On June 3,  2004,  2,400,000  shares of  restricted  common  stock  were  issued
pursuant to the AID asset purchase agreement. (see Note 10)

On June 16, 2004 the Company issued 400,000 shares of restricted common stock to
four individuals for services valued at $228,000

On July 20, 2004,  the Company issued 150,000 shares of common stock to an agent
for the acquisition of less lethal  electrical  discharge weapons patents valued
at $101,250.

On August 23, 2004, the Company issued 50,000 shares of restricted  common stock
to an individual for services valued at $23,430.

On September 8, 2004, the Company issued 1,500,000  shares of restricted  common
stock to two individuals for the acquisition of less lethal electrical discharge
weapons patents valued at $915,000.

On September 10, 2004,  the Company  issued  20,000 shares of restricted  common
stock  to an  individual  for the  acquisition  of the  less  lethal  electrical
discharge weapons injection molds valued at $14,400.

                                      F-8

<PAGE>
                     Law Enforcement Associates Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2004 and 2003

5) LEASE COMMITMENTS

Facilities

The  Company's   leases  its  office   facilities   from  Sirchie  Finger  Print
Laboratories,  Inc. (Sirchie) the majority stockholder of the company. The lease
commenced in 2003 and expires  December 31, 2004.  Additional space was taken in
August 2004 and the lease was increased to $13,333  monthly.  Effective  January
2005, a new lease  expiring in December  3005 was entered into at an annual cost
of $ 160,000. Rent expense for the year ended December 31, 2004 was 134,347.

Equipment

The company has capitalized  lease liabilities as of December 31, 2004 of $2,252
expiring through August, 2005.

6) CONCENTRATION OF RISK

The  company  places its cash in high  credit  quality  financial  institutions.
During 2003 and 2004 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, 2003 receivables  from three customers  represented 26% of total
receivables  and  at  December  31,  2004   receivables   from  three  customers
represented 25% of total receivables.

For the year ended December 31, 2004, sales to one customer  accounted for 7% of
total sales and 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.

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.  The related  amortization  over the life of the  product,
estimated at 5 years, will commence upon initial product  shipment,  anticipated
in mid 2005.

                                      F-9
<PAGE>
                     Law Enforcement Associates Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2004 and 2003

10) ASSET PURCHASE AGREEMENT

On June 3, 2004, the Company acquired from Audio  Intelligent  Devices,  Inc. (a
Florida based  corporation),  machinery and equipment and furniture and fixtures
(utilized in the production of surveillance products). Pursuant to the agreement
the Company paid  $200,000 in cash,  will pay the seller  $10,000 a month for 34
months at a discounted interest rate of 5.0% resulting in cash purchase price of
$ 516,402.  In addition,  the Company entered into a purchase agreement with the
sole stockholder of Audio Intelligent Devices,  Inc. for intellectual  property,
trademarks,  inventory,  customer  lists and related  production  equipment  and
software in exchange for  2,400,000  shares of restricted  Company  common stock
valued at  $1,920,000  to the seller.  The value of the  inventory and equipment
acquired was $ 483,605 and the goodwill is valued at $ 1,952,797.

Additionally,  the seller has a put option to sell 1,200,000  shares back to the
Company for $1.25 per share on August 1, 2005 and  1,200,000  shares back to the
Company for $1.25 per share on August 1, 2006. This is considered a "put option"
by the seller that must be exercised on the  aforementioned  dates.  In order to
exercise this right,  the seller must make a demand in writing to the Company at
least 10 days  prior to the demand  date.  The fair  market  value of the shares
issued on June 3, 2004 was $.80 per share.

11 PATENTS

The company issued 1,165,000  shares of common stock,  valued at $ 1,016,250 for
the acquisition of less lethal electrical discharge weapons patents. The patents
will be amortized  over the lesser of the expected  useful  economic life or the
patent  protection  period not exceeding 17 years.  Concurrent  related  product
sales and amortization will start in 2005.

11 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-10