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

                   For the Fiscal Year Ended December 31, 2002
                          Commission File No. 000-49907

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




                Nevada                                   56-2267438
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

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


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

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

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

                     Common Stock, $.001 Par Value Per Share


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

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

Our revenues for our most recent fiscal year were $5,950,680.

The aggregate market value of the voting stock held by non-affiliates of Law
Enforcement Associates Corporation was $1,471,506 as of March 26, 2003, based on
the average bid and asked price of $.29 per share as of that date.

There were 19,920,436 shares of common stock, $.001 par value, outstanding as of
December 31, 2002.


<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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

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

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

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

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

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.

                                       2
<PAGE>
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. During
              the past two years we have spent approximately $20,000 on research
              and development for waterproofing the UVIS and $120,000 in
              connection with the acquisition of the 12.5kz radio design, R&D
              and development rights. Although we do not have any definitive
              plans to commence research and development activities within the
              near future and we have not designated any funds for this
              purpose, we will engage in any research and development project
              that is feasible and can be accomplished on an economical basis.

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

Products

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

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

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

         LEA BLOODHOUND GLOBAL POSITIONING TRACKING SYSTEM(TM) utilizes global
         positioning system technology in order to provide surveillance
         operatives the ability to conduct discrete vehicle tracking and
         monitoring. The global positioning system is integrated with a cellular
         telephone and records longitude and latitude data points anywhere in
         the United States. A surveillance operative, after affixing the
         Bloodhound to a vehicle, can contact the Bloodhound Global Positioning
         System through any telephone and track its movements in real time or
         download the data points at predetermined intervals. The Bloodhound
         Global Positioning readings are saved along with time and date, which
         can then be superimposed onto mapping software, which may be utilized
         by a standard computer. The software will provide a "track" of where
         and when a target vehicle has been. The Bloodhound Global Positioning
         is limited in that an agent will not be able to track a target vehicle
         when the vehicle is outside of cell phone coverage. However, all data
         is saved and can be retrieved once the target vehicle re-enters cell
         phone coverage. This device can be mounted covertly on a target
         vehicle, and measures a compact size of 3" x4" x1.5".

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


                                       4
<PAGE>
         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:

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.

                                       5
<PAGE>
         VIDEO SURVEILLANCE SYSTEMS - We offer video surveillance systems, which
         are concealed in enclosures resembling pole mounted transformer and
         utility boxes. These items come with a command control unit, which
         includes a display monitor, video recorder/player and digital
         proportional "joy stick" pan/tilt/control, which is enclosed in a
         single portable carrying case.

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

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

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

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

Customers

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

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

Marketing

We market and distribute our products directly to the military, law enforcement
agencies, security and corrections personnel through sales representatives and
through our web site located at www.lea-sales.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.

                                       6
<PAGE>
The raw materials used in manufacturing our products include various items
ranging from screws, adhesive, circuit boards and enclosures, which are
available from a multitude of suppliers throughout the United States. We
purchase these raw materials directly from the manufacturers. We believe that we
enjoy a good relationship with these companies. However, if necessary, we
believe that we could readily find replacement manufacturers. We are aware of
multiple suppliers for these materials and would not anticipate a significant
impact if we were to lose any suppliers.

Competition

The market for our surveillance products is highly competitive. The market for
surveillance products is basically comprised of three competitors with each
having an equal market share. Our two prime competitors are DTC Communications,
Inc. and Audio Intelligence Devices, Inc. No company in the surveillance
products market is dominant with respect to any one specific area nor does any
company have more brand recognition, greater financial resources or any other
advantage which may allow them to compete more effectively. We believe we
compete by providing superior design, engineering and production expertise in
our line of surveillance products. The principal competitive factors for all of
our products are quality of engineering and design, reputation in the industry,
production capability and capacity, price and ability to meet delivery
schedules. We know of no company that manufactures and sells the Under Vehicle
Inspection System. However, we do compete with companies that sell standard
inspection search mirrors, which are used in searching the underside of
vehicles. Although the mirrors are less costly than the UVIS, we believe that
the UVIS is more effective in detecting explosives and other contraband.

Patents and Trademarks

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


Governmental Regulation

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

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

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

                                       7
<PAGE>
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 25, 2003, we have a total of approximately 16 employees, of which
approximately four were employed within the sales and marketing area and
approximately 12 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 41.8% 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 69.1% of its outstanding shares
of common stock.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

None.


                                       8
<PAGE>
                                     PART II

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

PRICE RANGE OF COMMON EQUITY

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

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



2001                               High         Low
----                               ----         ----

1st Quarter                        $0.15        $0.009
2nd Quarter                        $0.15        $0.009
3rd Quarter                        $0.90        $0.15
4th Quarter                        $1.05        $ .75

2002                               High         Low
----                               ----         ----

1st Quarter                        $1.50        $0.35
2nd Quarter                        $0.65        $0.15
3rd Quarter                        $0.61        $0.15
4th Quarter                        $0.52        $0.33



The per share closing sales price of the common stock as reported by the OTCBB
on March 26, 2003, (the date of the last reported sale) was $0.32. As of March
25, 2003, we had 24 shareholders of record.

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2002, we had the following securities authorized for issuance
under the equity compensation plans:
<TABLE>
<CAPTION>

                                                                                                                     Number of
                                                                                                              remaining available
                                                      Number of Securities                                   for future issuance
                                                      upon exercise of               Weighted-average           under equity
                                                      outstanding options,        of outstanding options,     compensation plans
                                                       warrants and rights          warrants and rights       (excluding securities
Plan Category                                                                                                reflected in column (a)
<S>                                                     <C>                             <C>                     <C>
Equity compensation plans approved by security
holders                                                      N/A                           N/A                    N/A
Equity compensation plans not approved by security
holders                                                    21,000                          N/A(1)                979,000
Total                                                      21,000                          N/A                   979,000

</TABLE>


(1) Pursuant to its 2002 Stock Incentive Plan, the Company issued 21,000 shares
of common stock to employees of the Company. These shares are not options,
warrants or rights and, therefore, do not have an exercise price.

                                       9
<PAGE>
2002 Stock Incentive Plan

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

GENERAL

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

the 2002 Employee Stock Incentive Plan and the right of participants to make
purchases thereunder are intended to qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"). The 2002 Employee Stock Incentive Plan is not a qualified deferred
compensation plan under Section 401(a) of the Internal Revenue Code and is not
subject to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").

PURPOSE

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

ADMINISTRATION

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


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.

                                       10
<PAGE>
TERMS OF OPTIONS

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

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

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

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

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

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

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.

                                       11
<PAGE>
FEDERAL INCOME TAX ASPECTS OF THE 2002 EMPLOYEE STOCK INCENTIVE PLAN

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

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

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

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

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

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

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.

                                       12
<PAGE>
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

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

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

On December 3, 2001, the Company and Law Enforcement Associates Inc. (a
privately-owned New Jersey corporation doing business in North Carolina), and
Sirchie Finger Print Laboratories, Inc. ("Sirchie") the sole shareholder of Law
Enforcement Associates, Inc. entered into a certain Share Exchange Agreement
(the "Agreement") pursuant to which the Holders 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.

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 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.

                                       13
<PAGE>
Results of Operations

Results of Operations - Year Ended December 31, 2002 Compared to Year Ended
December 30, 2001 (audited)(restated).

Revenues

Revenues generated during the year ended December 31, 2002, aggregated
$5,950,680, as compared to $5,096,890 for the year ended December 30, 2001. The
increase in revenues from the prior year is primarily due to the increased sales
of the under vehicle inspection system. We expect the trend in increased
revenues to continue for the foreseeable future as a result of the increased
purchases of the under vehicle inspection system, which are being utilized to
secure government and military facilities.

Our basic surveillance products include all of our video and audio surveillance
products including radio frequency transmitters, receivers, repeaters, miniature
cameras and video transmission and recording systems. The revenue attributable
to the basic surveillance products for the year ended December 31, 2002 was
$3,402,803 and for the year ended December 31, 2001 was $3,733,912. The decrease
was the result of a decrease in the number of products sold. The revenue
attributable for the under vehicle inspection system for the year ended December
31, 2002 was $2,547,877 and for the year ended December 31, 2001 was $1,362,978.
The increase was the result of an increase in the number of systems sold.



Costs of Goods Sold

Cost of Goods Sold for the year ended December 31, 2002, aggregated $2,796,132,
as compared to $3,323,835 for the year ended December 31, 2001. The decrease for
the year ended December 31, 2002, was primarily due to efforts of management of
the Company to limit costs as well as an increase in sales of the UVIS, which is
less expensive to produce a compared to the Company's surveillance and
intelligence products.

The portion of the cost of goods sold attributable to the sale of surveillance
products was $1,418,968 for the year ended December 31, 2002 and $2,765,014 for
the year ended December 31, 2001. The decrease was the result of the decrease in
the number of products sold as well as selling products that were not as
expensive during the year ended December 31, 2002. The portion of cost of good
sold attributable to the under vehicle inspection system was $1,377,164 for the
year ended December 31, 2002 and $558,821 for the year ended December 31, 2001.
The increase was the result of increases in sales of the under vehicle
inspection system for the year ended December 31, 2002.

Operating Expenses

Operating Expenses incurred for the year ended December 31, 2002, aggregated
$1,946,003 as compared to $1,328,233 for the year ended December 31, 2001. The
increase for the year ended December 31, 2002, was primarily due to an increase
in our sales, which resulted in the increase in general and administrative
expenses as commissions increased.

We expect the operating expenses to continue to increase if the level of sales
continue to increase.

Net Income and Earnings Per Share

The net income and the basic net income per weighted average share was $723,058
and $.036 for the year ended December 31, 2002, as compared to a net income of
$258,186 and $.029 for the year ended December 31, 2001. Income from operations
improved from the previous year primarily as a result of the increase in the
sale of our more profitable items, including the under vehicle inspection
system. We believe our net income and basic net income per weighted average
share will continue to increase as the demand for the under vehicle inspection
system increases.

                                       14
<PAGE>
Liquidity and Capital Resources

At December 31, 2002, we had working capital of $1,356,498 as compared with
$615,671 at December 31, 2001. The increase in the working capital is primarily
the result of the increase in accounts receivables as the result of increased
sales of our products.

We have historically sustained our operations and funded our capital
requirements with the funds received from the sale of our products as well as
from working capital loans received from two related parties including Mr. John
H. Carrington and Sirchie Finger Print Laboratories, Inc. Mr. Carrington is a
director and majority shareholder of our company and Sirchie owns approximately
41.8% of our outstanding stock. Mr. Carrington is also a majority shareholder of
Sirchie. During the year ended December 31, 2000, Mr. Carrington provided us
with a non-interest capital working loan in the amount of $75,000. In addition,
during the year ended December 31, 2001, Mr. Carrington provided us with an
additional non-interest capital working loan in the amount of $50,000. On March
26, 2002, we made a payment of $50,000 and on May 6, 2002 we made a payment of
$75,000 to Mr. Carrington. The entire outstanding balance of $125,000 owed to
Mr. Carrington has been repaid in full.

During the year ended December 31, 2001, Sirchie provided us with a non-interest
working capital loan in the amount of $10,011. This loan was paid in full on
August 6, 2002. In addition, during the year ended December 31, 2000, we
provided Sirchie with a loan in the amount of $3,149, which was subsequently
paid in full. During the year ended December 31, 2001, Premier Crown
Corporation, an affiliate of Sirchie, provided us with a non-interest working
capital loan in the amount of $60,000. This loan was paid in full on September
23, 2002. Although, we do not believe that we will be entering into any working
capital related party loan in the next 12 months, we cannot provide any
assurance that we will not enter into a working capital loan with a related
party, if the need presents itself.

As of December 31, 2002, we did not have any financing arrangements in place. We
believe that the funds generated from operations will be sufficient to fund our
operations for the next 12 months. As of December 31, 2002, we had $968,385 in
cash and $592,758 in accounts receivable that could be used in connection with
funding our operations. As of December 31, 2002, approximately 38% of our
capital needs are funded from accounts receivable.

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.

Our material funding requirements include lease payments for our office
facilities for the year commencing on January 31, 2003 of approximately
$138,900, equipment lease payments of $16,802 in 2003 and $8,246 in 2004, and
equipment operating lease commitments of $4,080 in 2003.

Research and Development

During the past two years we have spent approximately $20,000 on research and
development for waterproofing the UVIS and $120,000 in connection with the
acquisition of the 12.5kz radio design, R&D and development rights. Although the
radio design was not capable of commercial production when acquired, we were
able to incorporate the radio design for use in our repeaters. Although we do
not have any definitive plans to commence research and development activities
within the near future and we have not designated any funds for this purpose, we
will engage in any research and development project that is feasible and can be
accomplished on an economical basis.

                                       15
<PAGE>
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.



                                       16

<PAGE>
                                    PART III

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

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

<TABLE>
<CAPTION>



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

<S>                           <C>             <C>
Paul Feldman                  46              President, Treasurer and Secretary

Inez Neff                     53              Assistant Secretary

John H. Carrington            68              Director

----------------
</TABLE>


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

Paul Feldman has served as our President, Treasurer and Secretary since August
2001. 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.

Inez Neff has served as the Assistant Secretary since August 2001 until the
present. Ms. Neff has served as the Corporate Comptroller of Sirchie Finger
Print Laboratories, Inc. since 1976.

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

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.

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.

                                       17
<PAGE>
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 2002, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that, during fiscal year 2002, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

Item 10. EXECUTIVE COMPENSATION.

The following table summarizes all compensation paid by us with respect to the
fiscal year ended December 31, 2002 paid by us to our President, and all other
executive officers whose total cash compensation exceeded $100,000 in the fiscal
year ended June 30, 2002 (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>



------------------------------------------------------------------------------------------------------------------------------
                                              Annual Compensation                      Long-Term Compensation
                                    -------------------------------------- ---------------------------------------------------
                                                                                    Awards                   Payouts
                                                                           -----------------------    ------------------------
                                                                           Restricted   Securities
                                                              Other Annual    Stock     Underlying                  All Other
                                                              Compensation   Award(s)    Options/        LTIP     Compensation
     Name     Position    Year      Salary ($)    Bonus ($)       ($)         ($)        SARs (#)      Payouts ($)     ($)
     ----     --------    ----      ----------    ---------       ---       -------    ------------   -----------      ---
<S>           <C>         <C>         <C>         <C>           <C>          <C>           <C>          <C>            <C>
Paul Feldman  President   2002        114,830      -             -           165,000       -             -              -
              President   2001        122,390      -             -            -            -             -              -
              President   1999            N/A      -             -            -            -             -              -
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Employment and Other Agreements

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


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

The following table sets forth certain information as of December 31, 2002, 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.

                                       18
<PAGE>
<TABLE>
<CAPTION>


                                                          Amount of
             Name and Address of                          Beneficial             Percentage of Beneficial
               Beneficial Owner                           Ownership                      Ownership
               ----------------                           ---------                      ---------
<S>               <C>                                 <C>                                  <C>
John H. Carrington(1)*                                14,540,724(2)                        73.0%

Sirchie Finger Print Laboratories, Inc.*               8,333,333(3)                        41.8%

Paul Feldman (3) *                                       300,000                            1.5%

Inez Neff(3)*                                                  0                            0.0%

All Directors and Executive Officers as a
Group (3 persons)                                     14,840,724                           74.5%
</TABLE>


* 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 19,920,436 shares of common stock outstanding
as of March 25, 2002, assuming no other changes in the beneficial ownership of
the our securities.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We presently lease our office space from Sirchie Finger Print Laboratories, Inc.
("Sirchie"), which presently owns 41.8% of our common stock. On February 1,
2002, we entered into the lease with 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, 2004, at approximately $11,573.34 per
month.

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


                                       19
<PAGE>
During the year ended December 31, 2001, Sirchie provided the Company with a
non-interest working capital loan in the amount of $10,011. This loan was paid
in full on August 6, 2002. In addition, during the year ended December 31, 2000,
the Company provided Sirchie with a loan in the amount of $3,149, which was
subsequently paid in full.

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

On August 29, 2001, the Company issued 1,666,667 shares of common stock to John
H. Carrington in exchange for $50,000 or $.03 per share, which was below the low
closing bid price of $.15 during the 2001 third quarter. The 1,666,667 shares of
common stock were issued to Mr. Carrington at a price below the market value for
the Company's common stock as a result of negotiations between the Company and
Mr. Carrington, and based upon the belief that the market value of the Company's
common stock was not indicative of its true value in light of the in light of
the limited trading market for the Company's securities and the large block of
stock being sold.

Sirchie owns 8,333,333 shares of common stock of our company or 41.8%. Sirchie
acquired these shares pursuant to an Agreement for the Exchange of Common Stock
entered on December 3, 2001 whereby all of the outstanding shares of common
stock of Law Enforcement Associates, Inc. ("LEAI"), our wholly owned subsidiary,
were delivered to us and a majority of our outstanding shares of common stock
were delivered to Sirchie. We subsequently changed our name from "Academy
Resources, Inc." to "Law Enforcement Associates Corporation".

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


                                       20
<PAGE>
Item 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K.

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


<TABLE>
<CAPTION>


<S>      <C>
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)
99.1     Certification of the Principal Executive Officer and Principal
         Financial Officer of Law Enforcement Associates Corporation Pursuant to
         18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.
99.2     Code of Ethics and Business Conduct of Officers, Directors and Employees of Law Enforcement
         Associates Corporation
</TABLE>


(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.

(b) Reports on Form 8-K:

         None.

Item 14.    Controls and Procedures.

As of December 31, 2002, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Principal
Executive Officer and the Principal Financial Officer, of the effectiveness of
the design and operation of the Company's disclosure controls and procedures.
Based on that evaluation, the Company's management, including the Principal
Executive Officer and the Principal Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of December 31,
2002. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to December 31, 2002.


                                       21
<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, Secretary
        and Treasurer



Dated: March 31, 2003

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              March 31, 2003
----------------------     and Secretary
Paul Feldman

/s/Inez Neff               Assistant Secretary               March 31, 2003
----------------------
Inez Neff

/s/John H. Carrington      Director                          March 31, 2003
----------------------
John H. Carrington



                                       22
<PAGE>

                                  CERTIFICATION

     I, Paul Feldman, certify that:

1. I have reviewed this annual report on Form 10-KSB of Law Enfrocement
Associates Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

            b) evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

            c) presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

            a) all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and

            b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

March 31,  2003

/s/  Paul Feldman
Paul Feldman
Principal  Executive  Officer
Principal Financial Officer


<PAGE>
                     LAW ENFORCEMENT ASSOCIATES CORPORATION

                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002



<PAGE>
                              BAUM & COMPANY, P.A.
                          Certified Public Accountants
                        1515 University Drive - Suite 209
                          Coral Springs, Florida 33071
                                 (954) 752-1712

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Law Enforcement Associates Corporation (formerly Academy Resources, Inc.)
and Subsidiaries


We have audited the accompanying consolidated balance sheets of Law Enforcement
Associates Corporation (formerly Academy Resources, Inc.) as of December 31,
2002 and 2001 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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

In our opinion, the financial statements present fairly in all material
respects, the financial position of Law Enforcement Associates Corporation
(formerly Academy Resources, Inc.) as of December 31, 2002 and 2001 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2002 and 2001 in conformity with
accounting principles generally accepted in the United States of America.

/s/ Baum & Company, P.A.
Coral Springs, Florida
March 21, 2003

                                       F-1
<PAGE>


                         Law Enforcement Associates Corporation
                           (formerly Academy Resources, Inc.)
                              Consolidated Balance Sheets
                               December 31, 2002 and 2001
<TABLE>
<CAPTION>

                                                                                            December 31,           December 31,
                                                                                                2002                   2001
                                                                                                                    (audited)
   ASSETS                                                                                                           (restated)
                                                                                        --------------------   --------------------


 CURRENT ASSETS
<S>                                                                                               <C>                     <C>
        Cash                                                                                      $ 968,385               $ 85,320
        Accounts receivable (net of allowance for doubtful accounts of $20,000)                     592,758              1,071,921
        Inventory                                                                                   239,784                190,863
        Other current assets                                                                        387,688                  5,393
                                                                                        --------------------   --------------------
              Total current assets                                                                2,188,615              1,353,497

 PROPERTY AND EQUIPMENT - net                                                                        63,622                 97,770
                                                                                        --------------------   --------------------
 Total assets                                                                                   $ 2,252,237            $ 1,451,267
                                                                                        ====================   ====================

                          LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
        Accounts payable and accruals                                                             $ 192,798              $ 287,729
        Dividend payable                                                                            199,204                      -
        Capitalized leases payable - current                                                         16,802                 16,637
        Income taxes payable                                                                        410,153                181,000
        Loans payable - related parties                                                                   -                195,011
        Prepaid sales deposits                                                                       13,160                 57,449
                                                                                        --------------------   --------------------
              Total current liabilities                                                             832,117                737,826

 LONG TERM LIABILITIES
        Capitalized leases payable - net of current                                                   8,246                 20,751
                                                                                        --------------------   --------------------
              Total long term liabilities                                                             8,246                 20,751

 Total liabilities                                                                                  840,363                758,577
                                                                                        --------------------   --------------------
 STOCKHOLDERS' EQUITY
        Preferred stock $0.01 par value, 1,000,000 authorized, 0 issued                                   -                      -
        Common stock, $0.001 par value, 50,000,000 authorized,
              19,820,433 and 18,849,433 issued and outstanding at
              December 31, 2002 and 2001, respectively                                               19,920                 18,849
        Paid in capital in excess of par                                                            418,341                194,082
        Stock subscription receivable                                                               (30,000)                     -
        Retained earnings                                                                         1,003,613                479,759
                                                                                        --------------------   --------------------
              Total stockholders' equity                                                          1,411,874                692,690
                                                                                        --------------------   --------------------
 Total liabilities and stockholders' equity                                                     $ 2,252,237            $ 1,451,267
                                                                                        ====================   ====================
</TABLE>

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

                                       F-3

<PAGE>
                         Law Enforcement Associates Corporation
                           (formerly Academy Resources, Inc.)
                          Consolidated Statement of Operations
                     For the Years Ended December 31, 2002 and 2001
<TABLE>
<CAPTION>

                                                                                           December 31,           December 31,
                                                                                               2002                   2001
                                                                                        --------------------   --------------------

<S>                                                                                             <C>                    <C>
 REVENUES                                                                                       $ 5,950,680            $ 5,096,890

 COST OF GOODS SOLD                                                                               2,796,132              3,323,835
                                                                                        --------------------   --------------------
              Gross profit                                                                        3,154,548              1,773,055

 OPERATING EXPENSES                                                                               1,946,003              1,328,233
                                                                                        --------------------   --------------------
 Net income (loss) before other income (expenses) and
 provision for income taxes                                                                       1,208,545                444,822

 OTHER INCOME (EXPENSE)
        Gain (loss) on sale of fixed assets                                                              99                      -
        Interest (expense)                                                                           (3,548)                (5,636)
                                                                                        --------------------   --------------------
              Total other income (expense)                                                           (3,449)                (5,636)
                                                                                        --------------------   --------------------
 Net income (loss) before provision for income taxes                                              1,205,096                439,186

 Provision form income taxes                                                                        482,038                181,000
                                                                                        --------------------   --------------------
 Net income (loss)                                                                                $ 723,058              $ 258,186
 Net income (loss) per weighted average share, basic                                                $ 0.036                $ 0.029
 Weighted average number of shares                                                               19,920,433              9,050,898
                                                                                        ====================   ====================



</TABLE>


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

                                       F-4

<PAGE>
                     Law Enforcement Associates Corporation
                           (formerly Academy Resources, Inc.)
                          Consolidated Statement of Operations
                 For the Three Months Ended December 31, 2002 and 2001
<TABLE>
<CAPTION>

                                                                                           December 31,           December 31,
                                                                                               2002                   2001
                                                                                        --------------------   --------------------

<S>                                                                                             <C>                    <C>
 REVENUES                                                                                       $ 1,233,685            $ 1,995,135

 COST OF GOODS SOLD                                                                                 822,303              1,580,335
                                                                                        --------------------   --------------------
              Gross profit                                                                          411,382                414,800

 OPERATING EXPENSES                                                                                 620,291                 74,788
                                                                                        --------------------   --------------------
 Net income (loss) before other income (expenses) and
 provision for income taxes                                                                        (208,909)               340,012

 OTHER INCOME (EXPENSE)
        Gain (loss) on sale of fixed assets                                                              99                      -
        Interest (expense)                                                                             (622)                (1,409)
                                                                                        --------------------   --------------------
              Total other income (expense)                                                             (523)                (1,409)
                                                                                        --------------------   --------------------
 Net income (loss) before provision for income taxes                                               (209,432)               338,603

 Provision form income taxes                                                                        (97,962)               140,767
                                                                                        --------------------   --------------------
 Net income (loss)                                                                               $ (111,470)             $ 197,836
 Net income (loss) per weighted average share, basic                                               $ (0.006)               $ 0.019
 Weighted average number of shares                                                               19,920,433             10,682,767
                                                                                        ====================   ====================



</TABLE>



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

                                       F-5

<PAGE>
                     Law Enforcement Associates Corporation
                       (formerly Academy Resources, Inc.)
                 Consolidated Statement of Stockholders' Equity
<TABLE>
<CAPTION>

                                                               Paid in Capital     Stock        Retained        Total
                           Number of     Common    Preferred     in Excess      Subscription    Earnings    Stockholders'
                            Shares       Stock       Stock         of Par        Receivable    (restated)      Equity
                           -----------   --------   ---------       ---------       ---------  ----------      -----------
<S>      <C> <C>            <C>          <C>             <C>         <C>                 <C>    <C>             <C>
BALANCE,
DECEMBER 31, 2000           8,849,433    $ 8,850         $ -         $ 82,748            $ -    $ 221,573       $ 313,171

October 29, 2001,
shares issued for cash      1,666,667      1,666           -           48,334              -            -          50,000

Contributed capital
for imputed rent expense            -          -           -           63,000              -            -          63,000

December 3, 2001, shares
issued to purchase shell    8,333,333      8,333           -                -              -            -           8,333

December 12, 2001,
reverse 3:1 common
stock split                         -          -           -                -              -            -               -

Net income for the year
ended December 31, 2001             -          -           -                -              -      258,186         258,186
                           -----------   --------   ---------       ---------       ---------  ----------      -----------

BALANCE, DECEMBER 31, 2001 18,849,433   $ 18,849         $ -        $ 194,082            $ -    $ 479,759       $ 692,690

Common stock subscription     600,000        600           -           29,400        (30,000)           -               -

Contributed capital for
imputed rent expense                -          -           -            5,250              -            -           5,250

Common Stock issued
for service Nov-2002          150,000        150                       71,850                                      72,000

Common Stock issued
for Compensation
Nov 2002                      321,000        321                      117,759                                     118,080

Dividend declared
December 20, 2002                                                                                (199,204)       (199,204)

Net income for the year
ended December 31, 2002             -          -           -                -              -      723,058         723,058
                           -----------   --------   ---------       ---------       ---------  ----------      -----------

BALANCE, DECEMBER 31, 2002 19,920,433   $ 19,920         $ -        $ 418,341      $ (30,000) $ 1,003,613     $ 1,411,874
                         ============= ==========   ===========     =========      ========== ===========     ============
</TABLE>

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

                                       F-6


<PAGE>
                         Law Enforcement Associates Corporation
                           (formerly Academy Resources, Inc.)
                          Consolidated Statement of Cash Flows
                     For the Years Ended December 31, 2002 and 2001
<TABLE>
<CAPTION>

                                                                                           December 31,           December 31,
                                                                                               2002                   2001
                                                                                        --------------------   --------------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                               <C>                    <C>
        Net income (loss)                                                                         $ 723,058              $ 258,186

        Adjustments to reconcile net income (loss) to net cash provided (used)
        by operations:
              Depreciation and amortization                                                          40,824                 47,466
              Allowance for bad debts                                                                     -                 15,000
              Stock issued for services and compensation                                            190,080                      -
              Gain on sale of fixed assets                                                              (99)                     -
              Imputed rent expense                                                                    5,250                 63,000

        Changes in operating assets and liabilities:
              (Increase) decrease in accounts receivable                                            479,163               (663,545)
              (Increase) decrease in inventory                                                      (48,921)              (102,989)
              (Increase) decrease in other current assets                                          (382,295)                (1,843)
              Increase (decrease) in accounts payable and other accruals                            (94,931)                28,486
              Increase (decrease) in income taxes payable                                           229,153                181,000
              Increase (decrease) in customer sales deposits                                        (44,289)                38,834
                                                                                        --------------------   --------------------
 Net cash provided (used) by operating activities                                                 1,096,993               (136,405)

 CASH FLOW FROM INVESTING ACTIVITIES:
        Payment for fixed assets                                                                    (11,807)                     -
        Proceeds from the sale of fixed assets                                                        5,230                      -
                                                                                        --------------------   --------------------
 Net cash provided (used) by investing activities                                                    (6,577)                     -

 CASH FLOW FROM FINANCING ACTIVITIES:
        Increase (decrease) in loans payable - related parties                                     (195,011)               123,161
        Increase (decrease) in capital leases payable                                               (12,340)               (56,318)
        Proceeds of common stock                                                                          -                 50,000
                                                                                        --------------------   --------------------
 Net cash provided (used) by financing activities                                                  (207,351)               116,843
                                                                                        --------------------   --------------------
 Net increase (decrease) in cash                                                                    883,065                (19,562)

 CASH - BEGINNING                                                                                    85,320                104,882
                                                                                        --------------------   --------------------
 CASH - ENDING                                                                                    $ 968,385               $ 85,320
                                                                                        ====================   ====================
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for interest expense                                                                     $ 3,548                $ 5,636
                                                                                        ====================   ====================
 Cash paid for income taxes                                                                       $ 640,575                    $ -
                                                                                        ====================   ====================
 Asset additions by capital leases                                                                      $ -               $ 34,996
                                                                                        ====================   ====================
</TABLE>

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

                                       F-7
<PAGE>
                     Law Enforcement Associates, Corporation
                       (formerly Academy Resources, Inc.)
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

1) SIGNIFICANT ACCOUNTING POLICIES

Organization and operations

Academy Resources Inc. (Company) was incorporated on May 14, 1998 under the laws
of the State of Nevada for the purpose of mining and exploration. Through the
period from incorporation to December 3, 2001 the company had no revenue, and
had ceased operations. At December 3, 2001, the company obtained all the
outstanding stock of Law Enforcement Associates, Inc. a New Jersey company doing
business in North Carolina, that was incorporated in 1972. Law Enforcement
Associates, Inc. was 100% owned by Sirchie Finger Print Laboratories Inc. The
name of the parent shell corporation was then changed to Law Enforcement
Associates Corporation.

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.

Acquisitions

On June 22, 2000 the company issued 7,032,767 shares of common stock for Myofis
Internet Inc., a development stage company incorporated in Delaware. No
operations had commenced and the investment was written off.

On December 3, 2001, the Company and Law Enforcement Associates, Inc. ( a
privately-owned New Jersey corporation doing business in North Carolina), and
the individual holders of all of the outstanding common stock of Law Enforcement
Inc. (Holders) entered into an acquisition transaction pursuant to a certain
Share Exchange Agreement (Agreement) of such date. Pursuant to the Agreement,
the Holders tendered to the Company all issued and outstanding shares of common
stock of Law Enforcement Inc. in exchange for 8,333,333 shares of restricted
common stock of the Company. At the date of the acquisition, a 59% shareholder
of the company (increased to a beneficial ownership of 77% due to the
acquisition) was also the beneficial majority stockholder (69%) of Law
Enforcement Associates Inc. The acquisition was accounted for at historical cost
in a manner similar to a pooling of interest due to the common control of both
companies.

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
represents 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.



                                       F-8
<PAGE>
                     Law Enforcement Associates, Corporation
                       (formerly Academy Resources, Inc.)
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001


1) SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Organization and start-up costs

In accordance with Statement of Position 98-5, the organization and start-up
costs have been expensed in the period incurred.

Use of estimates

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

Inventory

Inventory is stated at the lower of cost or market.

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
$20,000 allowance for bad debt balance at December 31, 2002 and 2001, that had
been established, is a management estimate due to the credit worthiness of the
primary customer base, largely government entities and the military.

Interim financial information

The financial statements for the three months ended December 31, 2002 and 2001
are unaudited and include all adjustments which in the opinion of management are
necessary for fair presentation, and such adjustments are of a normal and
recurring nature. The results for the three months are not indicative of a full
year results.



                                       F-9
<PAGE>
                     Law Enforcement Associates, Corporation
                       (formerly Academy Resources, Inc.)
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

2) PROPERTY AND EQUIPMENT

The cost of property and equipment is depreciated using the accelerated and
straight-line methods over the estimated useful lives (5-7 years) of the various
assets. Property and equipment as of December 31, 2002 and December 31, 2001
consist of the following:
<TABLE>
<CAPTION>

                                                       December 31, 2002              December 31, 2001
                                                       -----------------              -----------------
<S>                                                             <C>                            <C>
Office Furniture & Equip.                                       $ 43,408                       $ 41,442
Vehicles                                                               0                         16,274
Leasehold Improvements                                            61,931                         61,931
Machinery & Equipment                                            220,297                        209,383
                                                                 -------                        -------
     Total Property & Equip                                      325,636                        329,030
Accumulated Depreciation                                       (262,014)                      (231,260)
                                                               ---------                      ---------
     Net Property & Equip.                                      $ 63,622                       $ 97,770
                                                                --------                       --------
</TABLE>

Included in property and equipment at December 31, 2002 are capitalized lease
equipment with a value of $187,578 and accumulated depreciation of $144,565.

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 31,2002           December 31, 2001
<S>                                                                <C>                        <C>
Statutory federal income tax rate                                  34%                        34%
State franchise and income tax                                      5                          5
Permanent timing differences of expenses                            1                          2
Effective tax rate                                                 40%                        41%
</TABLE>

The 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 August 29, 2001, the Company sold 1,666,666 shares of common stock at par for
$50,000 to John Carrington, a beneficial principle stockholder.

On December 3, 2001, the Company issued an aggregate 8,333,333 shares of common
stock for the Acquisition of Law Enforcement Associates Inc.

On December 12, 2001 the Company effected a reverse 3:1 split of its common
stock. The financial statements have been retroactively adjusted.

In the January and February 2002, the company issued 600,000 shares common stock
via a subscription at $.05 per share for a total of $30,000. The balance is
still owed to the company.

In November 2002, the company issued 150,000 shares of common stock valued at $
72,000 ($.48 per share) for professional services and 321,000 shares of common
stock, valued at $118,080 ($.37 per share) for compensation


                                      F-10
<PAGE>
                     Law Enforcement Associates, Corporation
                       (formerly Academy Resources, Inc.)
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001


5) LEASE COMMITMENTS

Facilities

The Company's lease for its office facilities expired on January 31, 2002. It
executed a new lease agreement for expanded facilities commencing February 1,
2002 and ending on January 31, 2003 for approximately $138,900. This lease is
with Sirchie Finger Print Laboratories, Inc. (Sirchie) the majority stockholder
of the company. Sirchie did not charge the company rent for 2000 and 2001 and
January 2002. Imputed rent charges were charged to the income statement, and
since Sirchie is waiving repayment, additional paid capital was credited.

Equipment

The company has capitalized lease liabilities as of December 31, 2002 of $
25,048 expiring through April 2004. Required lease payments are $16,802 in 2003
and $8,246 in 2004. Equipment operating commitments are $4,080 in 2003.

6) LOANS PAYABLE-RELATED PARTIES

Prior to the reverse merger, Law Enforcement Associates Inc. (LEA) was a
subsidiary of the Sirchie Finger Print Laboratories, Inc. (Sirchie). Non
interest working capital loans were made to LEA by Sirchie and its affiliates,
and John H. Carrington, a majority stockholder of the company, of Sirchie, and a
director of the company. Payable balances were as follows:
<TABLE>
<CAPTION>

                                                                December 31, 2002          December 31, 2001
                                                                -----------------          -----------------
<S>                                                                        <C>                      <C>
Sirchie Finger Print Labs., Inc.                                           $    0                   $ 10,011
Premier Crown Corporation (affiliate)                                           0                     60,000
John H. Carrington                                                              0                    125,000
                                                                -----------------          -----------------
     Total                                                                 $    0                  $ 195,011
                                                                -----------------          -----------------

</TABLE>

7) CONCENTRATION OF RISK

The company places its cash in high credit quality financial institutions.
During 2001 and 2002, 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, 2001, the company had a receivable from one customer
representing 43% of total receivables. At December 31, 2002, a receivable from
one customer represented 32% of total receivables and from another customer
represented 22% of receivables.

For the year ended December 31, 2002, sales to one customer represented 25% of
total sales. For the three months ended December 31, 2001, sales to one customer
accounted for 41% of total sales and to another customer represented 14% of
total sales.


                                      F-11
<PAGE>
                     Law Enforcement Associates, Corporation
                       (formerly Academy Resources, Inc.)
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001


8) SEGMENT ACTIVITY

The Company has two distinct product groups: surveillance and intelligence
gathering and under vehicle inspection systems. Operations by these product
groups for the year ended December 31, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>

                                                          Year Ending                   Year Ending
                                                       December 31, 2002             December 31, 2001
Revenue
<S>                                                        <C>                          <C>
Surveillance & Intelligence                                $ 3,402,803                  $ 3,733,912
Under Vehicle Inspection                                     2,547,877                    1,362,978
                                                             ---------                    ---------
Total Revenue                                                5,950,680                    5,096,890
                                                             ---------                    ---------

Gross Profit
Surveillance & Intelligence                               $ 1,983,835                    $ 968,898
Under Vehicle Inspection                                    1,170,713                      804,157
                                                            ---------                    ---------
Total Gross Profit                                          3,154,548                    1,773,055
                                                            ---------                    ---------

Assets Employed
Surveillance & Intelligence                                $ 555,626                     $ 864,517
Under Vehicle Inspection                                     276,916                       398,267
Unallocated Assets                                         1,419,695                       188,483
                                                           ---------                     ---------
Total Assets                                               2,252,237                     1,451,267
                                                           ---------                     ---------
</TABLE>

9) RESTATEMENT OF FINANCIAL STATEMENTS

The financial statements for the year ended December 31, 2001 have been restated
to reflect the write-off of $120,000 purchased research and development.

10) 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 to
be paid is $199,204.

11) ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligation SFAS No. 143, which addresses accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs is effective for fiscal years beginning after
June 15, 2002. We do not expect the adoption of this new standard to have a
material impact on our results of operations or financial position.

In July 2001, the FASB issued SFAS No. 144, "Impairment of Disposal of
Long-Lived Assets," which is effective for fiscal years beginning after December
15, 2001. The provisions of this statement provide a single accounting model for
impairment of long-lived assets. We do not expect the adoption of this new
standard to have a material impact on our results of operations or financial
position.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections,"
which is effective for fiscal years beginning after May 15, 2002. This statement
rescinds the indicated statements and amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions, SFAS No. 145 encourages
early adoption of the provision of this standard that rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishments of Debt." We do not expect the
adoption of these provisions to have a material impact on our results of
operations or financial position.


                                      F-12
<PAGE>
                     Law Enforcement Associates, Corporation
                       (formerly Academy Resources, Inc.)
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

11) ACCOUNTING PRONOUNCEMENTS (CONT'D)


In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which is effective for exit or disposal
activities that are initiated after December 31, 2002. This statement nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." This statement requires that
liabilities associated with exit or disposal activities initiated after adoption
be recognized and measured at fair value when incurred as opposed to at the date
an entity commits to the exit or disposal plans. We expect the adoption of this
new standard to have an impact on the timing of any future restructuring
charges.






















                                      F-13