UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



FORM 10-KSB/A



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

(Amendment No.2)*





FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005



COMMISSION FILE NUMBER 0-22325



INFORMATION ARCHITECTS CORPORATION

(Exact name of registrant as specified in its charter)



|                                               |                                 
|---------------------------------------------- | --------------------------------
|                                               |                                 
|NORTH CAROLINA                                 | 87-0399301                      
|(State or other
jurisdiction of incorporation) | IRS Employer
Identification No.)



1420 NW 23rd Avenue,

Ft. Lauderdale, FL 33311

(Address of principal executive offices) (Zip Code)



(954) 561-7321

(Registrants telephone number, including area code)





Securities registered under Section 12(b) of the Exchange Act:



|                    |                                          
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered
|None                | N/A                                      



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



COMMON STOCK, PAR VALUE $0.001 PER SHARE(Title of class)

Indicate by check mark whether we: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that we were required to file such reports), and (2) has been subject to such filing requirements for past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of our 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 [ ]

The registrant's revenues for the year ended December 31, 2005 was $503,470.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  [ ] Yes

[X] No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of April 19, 2006 was $ 54,273,655.57

The number of shares of common equity outstanding as at December 31, 2005 was 716,280,719



DOCUMENTS INCORPORATED BY REFERENCE

N/A



Transitional Small Business Disclosure Format Yes__ NoX



FORWARD-LOOKING STATEMENTS

The matters discussed in this Annual Report on Form 10-KSB should be read in conjunction with the consolidated financial statements provided under Part II, Item 8 of this Annual Report on Form 10-KSB. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein. We undertake no duty to update this information after the date of this document.



PART I



ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Information Architects Corporation and Subsidiary (the "Company" or "IA") was a developer of dynamic content dynamic delivery content and delivery interchange and infrastructure interchange infrastructure software solutions for both corporations and individuals. The Company suspended operations in late 2002.

IA in 2005 continued to enhance its product by staying up-to-date with its customer's needs. We performed additional enhancements to the software, worked to enhance our backroom customer support and services systems and to expand our sales and marketing effort. In order to increase sales as quickly as possible the company's sales focus has been on building partner and affiliate relationships. As of December 31, 2005 we have entered into twenty-three partners and affiliate relationships with companies in the HR and HR associated marketplace as well as companies that focus on marketing various products and services to the business community. We are actively working on training and supporting these entities. We have also entered into several Sales Partner Software Integration Agreements with HR companies looking to integrate their systems directly into IA's. The company maintains a website at www.ia.com

Daystar Telecom, Inc., a Fort Lauderdale based company, which was acquired by IA in 2003, has a product timerace.net that provides automatic call tracking to the legal and accounting vertical. This software solution integrates very well into small to medium professional offices that do not have the critical mass for the expenses normally associated with both sophisticated bill-tracking systems. The system is voice activated and collects billing information, collection of voice data both incoming and outgoing, and collects data from these calls (including cellular phones). Other value added services such as conference recording and transcription production is tied into the back end, and the phone tracking and data capturing can take place from anywhere in the world. The current business model of Daystar is on-hold pending the success of the company's financing activities. In 2004 DayStar Telecom, Inc. was involved in a contractual dispute with one if its vendors. The vendor MemberCall filed suit against DayStar in December 2004. A judgment was awarded to MemberCall and DayStar has filed a Notice of Appeal.

Acquisition of Remote Credit Card Authentication Patent

On February 25, 2004 Information Architects Corp. acquired a patent US 6,270,011 B1 (remote credit card authentication system) in exchange for 60,000 shares of Series D preferred shares and employment agreements for two employees of OTE Networks LTD. The patent is in relation to a fingerprint scanning methodology for providing secure transactions with credit cards by adding a fingerprint scanner at the point-of-sale to obtain fingerprint data, so that a credit card company can verify the fingerprint. The method is integrated into the existing negotiations protocol between a point-of-sale system and a credit card company database, and uses a human fingerprint and a secure algorithm. The credit card company has the customer fingerprint for comparison on its existing database, and the existing credit card operation will be usual, with the fingerprint data added to it to authenticate and secure the operation via communication media while making the point-of-sale purchase.

The development of the patent goes hand-and-hand with the IPC subsidiary (Information Processing Corporation" discussed below). The ability to test and deploy the patent using the IPC processing center will speed its deployment to the marketplace and give IA the ability to market the patent and services developed from it to various IPC clients and customers.

Acquisition of FFS Transaction, LLC Assets and Liabilities

On June 8, 2004 Information Processing Corporation, ("IPC") a Nevada Corporation was incorporated and shares were issued to Information Architects Corporation which owns 100% of the shares. On June 3rd, 2004 an Asset Acquisition Agreement was entered into between Information Processing Corporation and FFS Transaction Corp, LLC to acquire the assets and certain liabilities of FFS Transaction Corp, LLC. This company owns certain licenses, which allow it to do credit card processing. The acquisition of these assets further complements its recent acquisitions and defines the additional direction in which the Company is heading.

IPC provides a comprehensive range of automated data processing services for businesses. At their secure facility in Abilene, Texas they house state-of-the-art platforms and software systems for all manner of processing requirements. Their clients' needs range from application service provision, through customer service interfaces, web hosting, direct response handling, all the way to full bank transaction processing.

IPC products and services include: Application Hosting, Application Service, Provider ATM & POS driving, management and monitoring, Automated Clearing House (ACH) Services, Automated Data Processing Services, Bank Transaction Processing, Corporate eBanking, Customer Support (live and virtual), Customized Application Development, Debit & Stored Value Card Processing, Debit & Stored Value Card Account Management, Embossing and Encoding of Prepaid Cards, Hardware & Systems Hosting, Prepaid Services Provision. The current business model of IPC is on-hold pending the success of the company's financing activities. It currently has one employee. The company maintains a website at www.ipcamerica.com.

Acquisition of Thronburg Oil Lease

On June 16, 2005, the Company entered into an asset acquisition agreement with Synergistic Investments and IFGT-SI International Funding Group Trust ("IFGT-SI" a Delaware Trust. IFGT-SI assigned fifty-one and one half percent of the Oil and Gas Lease with James Thronburg in exchange for 650,000,000 shares of Company common stock and 48,000,000 shares of Preferred stock. There is no material relationship, other than this acquisition, between the Company and any of its affiliates, or any director or officer of Company, or any associate of such director or officer.

Disposition of Thronburg Oil Lease

On October 14, 2005 Information Architects Corporation, a North Carolina corporation (the "Company") completed the asset acquisition agreement with Petrolium Communication Holdings Inc., formerly known as AIT Wireless (OTC: ATWL). The Company shall assign fifty-one and one half percent of the James Thronburg Oil and Gas Lease (see 8-k filed by Company on June 27, 2005) in exchange for 500,000,000 shares of ATWL common stock and 25,000,000 shares of Preferred stock. The Company has agreed to dividend directly to Company shareholders a portion of the ATWL stock received by Company in this transaction. There is no material relationship, other than this acquisition, between the Company and any of its affiliates, or any director or officer of Company, or any associate of such director or officer.

OUR HISTORY

We were founded in 1982 as a Utah corporation under the name of Enertronix Corporation. In 1992 we changed our name to Alydaar Software Corporation ("Alydaar"). Alydaar later changed its corporate domicile to North Carolina through a merger with and into Daar Corporation, a North Carolina corporation established by Alydaar. Alydaar was the surviving corporation. In July of 1997 we acquired all of the shares of Alydaar International, Limited, ("International") based in England. On June 28, 1999 we changed our name to Information Architects Corporation. Information Architects Corporation and International are collectively referred to herein as the "Company" or "IA."

Management suspended operations in connection with its original Jitzu software in 2002 and after acquiring from Perceptre LLC its software re-commenced operations in June 2003 and thus is able to license this software to governmental and commercial sector customers. IA has hired a sales force to market its unique Preceptor software as reflected in the financial statements of the Company.

The acquisitions of ICABS, IPC, IMES and the remote credit card authentication system patent allows the company to expand into the financial processing business from a wholesale - retail and consultant approach. A primary product is the pre-paid payroll card program to be marketed to companies. The pre-paid payroll program as discussed above adds a synergistic marketing component with the core IA background screening - pre and post employment-screening product. In most cases both products are sold to the Human Resource or Accounting Departments of a company.

SOFTWARE DEVELOPMENT

In keeping with the Company's new direction we have ongoing development to enhance its Perceptre Employment Screening and Background Investigation core product, and as such did incur research and development expenditures in 2005. We capitalized approximately $87,615 and $0 related to the internal development costs associated with Perceptre in 2004 and 2003, respectively.

All new software development is being focused on the deployment of Perceptre Version 2.0. Perceptre Version 2.0 added a host of additional features to the on-line ordering and provisioning system. Development continued into 2005 for a version that allowed small-medium sized business the use of the software and in a "pay-as-you-go" environment. Perceptre Version 2.0 interfaced a shopping cart component and merchant interface that required payment by the customer prior to performing the employment screening. A new user interface is being developed and will be available in 2Q06 as well as a software integration module to be deployed within software systems of companies in the HR space providing other services to employers, looking to add the employment screening services to their customer base.

Most companies in this market place have not received the level of permissions that IA has for the transfer of information via the Internet. Cybertrust Site Secure is a certification given only when a company satisfies the extensive requirements relating to security, encryption systems, redundancy of systems, and a whole host of other issues.

Via XML, IA has developed an interface that allows IA to be a fully integrated application within most HRMS, ATS systems. This saves a tremendous amount of time for all HR personnel, in not having to manually enter the data when it already exists in another application.

The work production component of the system allows for the completion of credit reports and Social Security searches via Experian using Netconnect. In addition work is queued to the more than three thousand counties as well as IA's proprietary call center management system, including several QA components to insure accurate data disclosure to the employers. The servers that host the system are located in Albuquerque New Mexico at a hardened facility called Bigbyte. Bigbyte provides redundant power, Internet connectivity, 24-hour security, as well as biometric entry systems. The system is an N-Tier environment to facilitate scalability to several thousand transactions per minute. Security of personal data is priority and is accomplished by several firewalls as well as additional monitoring systems to recognize any system trying to access that contains a virus. The last completed Cybertrust on site audit required no changes to existing technical operations to meet requirements. In addition the system has undergone the Department of Justice IT security guidelines.

COMPETITION

The use of the Internet for recruiting employees is growing rapidly and is characterized by intense competition. According to the Internet Business Network, the electronic recruiting industry in the United States is expected to grow from $4 billion in 1998, to $10 billion in 2003, to over $28 billion by 2005. Issues such as terrorism, theft and workplace violence make pre-employment screening an increasingly important step in the recruiting process for many employers. In this market, new products are frequently introduced, and existing products are often enhanced. In addition, new companies and alliances among existing companies may be formed that rapidly achieve a significant market position.

In addition, many new pieces of state legislation have been added or are in the process of being added, that will make it mandatory for pre-employment screening checks of all employees and volunteers who come into contact with children or those people who are physically or mentally challenged.

There are somewhere between 500-1000 companies that provide background screening. Not all of them provide the reports via the Web, some mail, some fax and others offer a combination.

The major competitors for IA in this market are Sterling, ChoicePoint, First Advantage, and Kroll.

EMPLOYEES

As of December 31, 2005 there were six employees. -Roland Breton CEO, William Overhulser - COO, three employees in Lutz (Tampa FL) operations and one sales employee.

The Board of Directors of IA accepted the resignation of Michael Clark as President effective April 5, 2005. Mr. William Overhulser was been appointed Interim Chief Executive Officer. Subsequently Roland Breton was appointed Interim CEO on August 30, 2005

ITEM 2. DESCRIPTION OF PROPERTY

Presently, the Company corporate office is located at 1420 NW 23rd Avenue, Ft. Lauderdale, Florida 33311.

The Company closed its office in Lutz, Florida

IA also leases cabinet/rack space at Big Byte in Albuquerque, New Mexico where its database and web servers are hosted.

We do not intend to renovate, improve, or develop any of our current properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In 2005, the SEC ordered that trading of the Company's securities be suspended in connection with an Order Instituting Administrative Proceedings that further requested that the registration of the securities of IA be revoked permanently. The Company has entered into negotiations with the SEC and has reached a preliminary agreement regarding settlement which will require that the Company file its 2003 Form 10-KSB/A and will timely file all other reports required so that the administrative proceeding will be dismissed. The proceeding was initiated by the SEC in relation to previous public filings which were not authorized by the audit firms. The Company currently believes that these matters can be settled and will not have a material adverse impact on the Company's financial position or its results of operations. These matters were settled with the SEC in 2005.

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

Increase of authorized stock for lease transaction not needed

NONE

PART II

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

Our common stock currently trades on the OTC Bulletin Board under the symbol "IACH". During the period between February, 2005 and December 2005, the stock traded on the Pink Sheets under the same symbol.

|                                     |        |       
|------------------------------------ | ------ | ------
|For Year  Ended December 31, 2005    | High   | Low   
|1st Quarter Ended March 31, 2005     | $0.35  | $0.05 
|2nd Quarter Ended June 30, 2005      | $0.155 | $0.03 
|3rd Quarter Ended September 30, 2005 | $0.09  | $0.02 
|4th Quarter Ended December 31, 2005  | $0.155 | $0.017

BENEFICIAL HOLDERS

As of April 14, 2006, the number of beneficial holders of our common stock was approximately 12,000, based on information received from our transfer agent and those brokerage firms who hold securities for customers in "street name."

DIVIDENDS

We have not paid any cash dividends since our inception. By reason of our present financial status and contemplated future financial requirements, we do not anticipate paying any cash dividends in the foreseeable future. Dividend of ATWL stock. Make decision

RECENT ISSUANCES OF UNREGISTERED SECURITIES

In June 2005, the Company issued 650,000,000 share of common stock as part of the acquisition of Oil Leases.

Also in 2005, the Company recorded as shares to be issued, 61,000,000 common shares at par value relating to a finders fee on the oil lease sale transaction.

Series B Preferred Stock

In 2003, the Company authorized 500,000 shares of Series B Preferred Stock with a par value of $0.001 per share. Series B preferred share are convertible into 100 shares of common stock without any further action by the holders of such shares and have the right to vote based on 200 votes for each share of Series B preferred stock.

In 2003, the Company issued 215,350 shares of Series B Preferred Stock in connection with the purchase of the perceptre software and 15,000 shares of Series B Preferred Stock in connection with the purchase of Daystar.

Series C Preferred Stock

In 2003, the Company authorized 500,000 shares of Series C Preferred Stock with a par value of $0.001 per share. Series C preferred share are convertible into 10 shares of common stock without any further action by the holders of such shares and have the right to vote based on 10 votes for each share of Series C preferred stock.

In 2004, the Company issued 100,000 shares of Series C Preferred Stock in connection with the acquisition of ICABS and 50,000 shares of Series C Preferred Stock in connection with the acquisition of IMES.

Series D Preferred Stock

In 2003, the Company authorized 500,000 shares of Series D Preferred Stock with a par value of $0.001 per share. Series D preferred share are convertible into 10 shares of common stock without any further action by the holders of such shares and have the right to vote based on 10 votes for each share of Series D preferred stock.

In 2004, the Company issued 60,000 shares of Series D Preferred Stock in connection with the acquisition of the patent.

We relied upon the exemption provided under section 4(2) for these issuances, which was available because:

o None of these issuances involved underwriters, underwriting Discounts or commissions.

o Restrictive legends are placed on all certificates issued.

o The distribution did not involve general solicitation or Advertising.

o The distributions were made only to insiders, accredited investors or investors who were sophisticated enough to evaluate the risks of the investment. All sophisticated investors were given access to all information about our business and the opportunity to ask questions and receive answers about our business from our management prior to making any investment decision.

Series F Preferred Stock

In 2005, the Company authorized 500,000 shares of Series F Preferred Stock with a par value of $0.001 per share. Series F preferred shares are convertible into 1 share of common stock for 1 share of preferred stock in the event that common stock is trading at least at $1.

In 2005, the Company issued 48,000,000 shares of Series F Preferred Stock in connection with the acquisition of Oil Leases.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has a stock option plan to benefit salaried employees. Under this plan (as amended), the Company may issue stock and/or stock options, to a maximum of 10 percent of the authorized shares, through the year 2005. The options become exercisable at various periods of time from thirty days to two years from the date of grant. Options currently expire no later than 10 years from the grant date. On January 25, 2002, the Company's shareholders voted to

Approve an amendment to the stock option plan to increase the number of shares of common stock that may be issued under the plan from 800,000 to 4,000,000 shares after giving effect to the one-for-five reverse split. This amendment was effective February 1, 2002. The plan has not been amended for the most recent one-for-three reverse stock split.

The Company has an employee stock purchase plan to provide eligible employees with the opportunity to purchase shares of its common stock through payroll deductions. Participants of the plan purchase shares of the Company's common stock at six-month intervals at 85 percent of the lower of the fair market value on the first or last day of each six-month period. The fair market value of shares that may be purchased by any participant during any calendar year may not exceed $25,000. On January 25, 2002, the Company's shareholders voted to approve an amendment to the employee stock purchase plan to increase

The number of shares available for purchase under such plan from 40,000 to 200,000 shares after giving effect to the one-for-five reverse split in January 2002. The plan has not been amended for the most recent one-for-three reverse stock split. Of the 200,000 shares authorized to be issued under the Purchase Plan, 191,625 shares remained available for issuance as of December 31, 2004. During 2005 and 2004 employees purchased -0- and -0- shares for approximately $0.00 and $0.00, respectively.

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

Prior to December 2002, Information Architects Corporation and Subsidiary ("IA" or the "Company") provided dynamic content delivery and interchange infrastructure solutions for businesses based on our core product, Jitzu. In December 2002 the Company suspended operations in connection with the sale and distribution of its core product. In June 2003 the company re-commenced operations. In 2005 the Company's revenues are derived from its Employment Screening and Background Investigations software application.

The following discussion should be read in conjunction with the consolidated financial statements provided under Part II, Item 8 of this Annual Report on Form 10-KSB. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein. IA undertakes no duty to update this information after the date of this document.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES

IA's discussion and analysis of its financial condition and results of operations are based upon IA's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires IA to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures of contingent assets and liabilities.

IA evaluates its estimates on an on-going basis. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

IA believes that the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements: revenue recognition, deferred tax assets, and estimated useful life of assets and valuation of equity securities issued for services or settlements. Also, please review the content under "Other Disclosures for Shareholders' Benefit." Management's judgments and estimates related to deferred tax assets and the useful life of assets had a material impact on the 2001 financial statements. It is likely that as our business evolves, our critical accounting policies will change.

RESULTS OF OPERATIONS

For the fiscal year ended December 31, 2005 the Company incurred a loss of $620,106 compared to a loss of $3,193,428 for the year ended December 31, 2004.

The following financial discussion related to our operations.

IA had revenues of $503,470 in 2005 compared to $561,318 in 2004

IA was affected by the economic weakness as generally seen throughout the technology industry, which caused the Company to take this new direction.

Cost of Revenues and Gross Margin

IA reported 2005 cost of revenues of approximately $234,811 compared to $352,392 in 2004. Cost of revenues in 2005 relates to support services required in connection with services provided by the Company to its customers.

Sales and Marketing

Sales and marketing expenses were approximately $0 in 2005 as compared to $16,152 in 2004.

Research and Development

There was $0 in research and development expenses in 2005 as compared to $87,615 in 2004.

IA technical development continues on an ongoing basis as new applications are brought on line for specific client needs. These features are then added to the suite of offerings for all clients. In addition, systems are developed to streamline work production and reduce turnaround time.

General and Administrative

General and administrative expenses were approximately $626,320 in 2005 compared to $3,291,285 in 2004.

Depreciation and Amortization

Depreciation and amortization expenses were approximately $43,846 in 2005 as compared to $56,407 in 2004.

Other Items

We had no interest income in 2005 and 2004; due to the fact the company had no cash or cash reserves.

Provision for Income Taxes

No provision for or benefit from income taxes was recorded for 2005 or 2004.

Other

During 2005 and 2004, we issued common stock to raise cash, to convert debt to equity, to pay for services and to acquire assets. We also use stock options and warrants to reward and retain employees as well as to compensate consultants. We anticipate the continuation of this practice.

We may continue to invest in introducing new concepts into the Internet marketplace as we go forward. These investments have up front costs with delayed revenue, if any, and could impact both the timing of our revenue and our net income or loss. These investments may also cause volatility in our quarter-to-quarter results.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we had an aggregate net loss of $79.6 million. In order to continue operations, we will once again seek additional funding from outside sources. Among the options that are currently being explored to raise capital is the issuance of stock and/or debt financing. Without additional funding, IA will not be able to continue operations.



ITEM 7.  FINANCIAL STATEMENTS

JASPERS + HALL, PC

CERTIFIED PUBLIC ACCOUNTANTS

9175 E. Kenyon Avenue, Suite 100

Denver, CO 80237

303-796-0099

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Information Architects Corporation and Subsidiaries

Ft. Lauderdale, Florida

We have audited the consolidated balance sheets of Information Architects Corporation and subsidiaries (the "Company") as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Information Architects Corporation and subsidiaries as of December 31, 2005 and 2004 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's recurring losses from operations, stockholders deficit, and other conditions exist which raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Jaspers + Hall, PC

April 7, 2006

Denver, Colorado





INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2005 AND 2004

|                                                                         |                |                
|------------------------------------------------------------------------ | -------------- | ---------------
|                                                                         | December 31,  
|                                                                         | 2005           | 2004           
|ASSETS:                                                                  |                |                
|Current Assets:                                                          |                |                
|Accounts Receivable                                                      | $       29,210 | $       60,717 
|                                                                         |                |                
|Total Current Assets                                                     | 29,210         | 60,717         
|Fixed Assets:                                                            |                |                
|Office Equipment                                                         | 1,061,271      | 493,677        
|Software                                                                 | 322,681        | 330,936        
|Patents - Licenses                                                       | 6,000          | 556,000        
|                                                                         | 1,389,952      | 1,380,613      
|Less Accumulated Depreciation                                            | (117,511)      | (73,665)       
|                                                                         |                |                
|Total Fixed Assets                                                       | 1,272,441      | 1,306,948      
|Other Assets:                                                            |                |                
|Investment in ATWL                                                       | 525,000        | -              
|                                                                         |                |                
|Total Other Assets                                                       | 525,000        | -              
|                                                                         |                |                
|TOTAL ASSETS                                                             | $ 1,826,651    | $ 1,367,665    
|LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT):                            |                |                
|Current Liabilities:                                                     |                |                
|Bank Indebtedness                                                        | $       30,787 | $         5,395
|Accounts Payable and Accrued Expenses                                    | 3,102,570      | 2,803,774      
|Due to Tri-Holdings - Related Party                                      | 30,000         | 30,000         
|Due to Greentech - Related Party                                         | 1,547,838      | 1,625,434      
|Due to Shareholders                                                      | 52,500         | 42,500         
|Note Payable                                                             | 637,159        | 573,659        
|                                                                         |                |                
|Total Current Liabilties                                                 | 5,400,854      | 5,080,762      
|                                                                         |                |                
|Stockholders' Equity (Deficit):                                          |                |                
|Preferred Stock, $.001 par value, 1,000,000 shares authorized            | 76             | 76             
|75,500 shares issued and outstanding 2005 and 2004                       |                |                
|Preferred Stock Series B, $.001 par value, 500,000 shares                | 230            | 230            
|authorized, 230,350 shares issued and outstanding 2005 and 2004          |                |                
|Preferred Stock Series C. $.001 par value, 500,000 shares                | 150            | 150            
|authorized, 150,000 shares issued and outstanding 2005 and 2004          |                |                
|Preferred Stock Series D, $.001 par value, 500,000 shares authorized     | 60             | 60             
|60,000 shares issued and outstanding 2005 and 2004                       |                |                
|Preferred Stock Series F, $.001 par value, 500,000,000 shares authorized | 48,000         | -              
|48,000,000 shares issued and outstanding in 2005                         |                |                
|Common stock, $.001 par value, 2,000,000,000 shares authorized           |                |                
|`716,280,719 shares issued and outstanding December 2005 and             | 716,278        | 66,278         
|66,280,719 issued and outstanding December 31, 2004                      |                |                
|Common stock to be issued                                                | 61,000         | -              
|Additional Paid-In Capital                                               | 75,159,252     | 75,159,252     
|Accumulated deficit                                                      | (79,559,249)   | (78,939,143)   
|                                                                         |                |                
|Total Stockholders' Equity (Deficit)                                     | (3,574,203)    | (3,713,097)    
|                                                                         |                |                
|TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                       | $ 1,826,651    | $ 1,367,665    
|                                                                         |                |                





INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

|                              |                    |                  
|----------------------------- | ------------------ | -----------------
|Revenue:                      |                    |                  
|Sales                         | $      503,470     | $     561,318    
|                              |                    |                  
|Total Income                  | 503,470            | 561,318          
|                              |                    |                  
|Expenses                      |                    |                  
|Cost of Goods Sold            | 234,811            | 352,392          
|Sales                         | -                  | 16,152           
|Depreciation                  | 43,846             | 56,407           
|General and Administrative    | 626,320            | 3,291,285        
|                              |                    |                  
|Total Expenses                | 904,977            | 3,716,236        
|                              |                    |                  
|Net Loss From Operations      | (401,507)          | (3,154,918)      
|                              |                    |                  
|Other Income/Expenses:        |                    |                  
|Loss on transfer of oil lease | (173,000)          |                  
|Interest Expense              | (45,599)           | (38,510)         
|                              |                    |                  
|Net Other Income/Expense      | (218,599)          | (38,510)         
|                              |                    |                  
|Net Gain/Loss                 | $    (620,106)     | $ (3,193,428)    
|                              |                    |                  
|Per Share Information:        |                    |                  
|                              |                    |                  
|Weighted average number       |                    |                  
|of common shares outstanding  | 433,130,034        | 66,280,719       
|                              |                    |                  
|Net Loss per common share     | $                - | $          (0.05)





INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

|                                                             |                  |                    
|------------------------------------------------------------ | ---------------- | -------------------
|                                                             | December 31,    
|                                                             | 2005             | 2004               
|                                                             |                  |                    
|Cash Flows from Operating Activities:                        |                  |                    
|                                                             |                  |                    
|Net (Loss)                                                   | $ (620,106)      | $ (3,193,428)      
|Issuance of stock for services                               | -                | 1,083,622          
|Depreciation                                                 | 43,846           | 56,407             
|Loss on sale of oil lease                                    | 173,000          |                    
|Adjustments to reconcile net loss to cash used               |                  |                    
|by operating activities                                      |                  |                    
|(Increase) Decrease Accounts Receivable                      | 31,507           | (5,153)            
|Increase (Decrease) in payables to related parties           | (77,596)         | 1,689,434          
|(Decrease) Increase in accounts payable and accrued expenses | 298,796          | 819,738            
|                                                             |                  |                    
|Net Cash Used by Operating Activities                        | (150,553)        | 450,620            
|                                                             |                  |                    
|Cash Flows from Investing Activities:                        |                  |                    
|Issuance of stock for acquisition                            |                  | 40,489             
|Purchase of Equipment                                        | (9,339)          | (1,064,468)        
|                                                             |                  |                    
|Net Cash Provided by Investing Activities                    | (9,339)          | (1,023,979)        
|                                                             |                  |                    
|Cash Flows from Financing Activities:
Bank Overdraft         | 25,395           | 5,392              
|Stock to be issued                                           | 61,000           | -                  
|Payments of notes payable                                    | -                | (19,821)           
|Borrowing from Related Parties                               | 73,500           | 593,480            
|                                                             |                  |                    
|Net Cash Provided by Financing Activities                    | 134,500          | 579,051            
|                                                             |                  |                    
|Net Increase in Cash & Cash Equivalents                      | (25,392)         | 300                
|                                                             |                  |                    
|Beginning Cash & Cash Equivalents                            | (5,395)          | (5,695)            
|                                                             |                  |                    
|Ending Cash & Cash Equivalents                               | $   (30,787)     | $        (5,395)   
|                                                             |                  |                    
|                                                             |                  |                    
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION             |                  |                    
|Cash paid for Interest                                       | $              - | $       11,739     
|Cash paid for Income Taxes                                   | $              - |                    
|                                                             |                  |                    
|NON-CASH TRANSACTIONS                                        |                  |                    
|Common stock issued for services                             | $              - | $       27,000     
|Stock issuance for Acquisition of Oil Lease                  | $  698,000       | $       40,489     
|Acuisition of ATI Wireless shares from oil lease sale        | $ (525,000)      | $                 -



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







INFORMATION ARCHITECTS CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

DECEMBER 31, 2005

|                                          |                 |                 |                 |                 |                 |               |              |              |             |               |             |             |               |          |              |                |                  
|----------------------------------------- | --------------- | --------------- | --------------- | --------------- | --------------- | ------------- | ------------ | ------------ | ----------- | ------------- | ----------- | ----------- | ------------- | -------- | ------------ | -------------- | -----------------
|                                          |                 |                 |                 |                 |                 |               |              |              |             |               |             |             | Issuable      |          |              |               
|                                          | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | COMMON STOCKS | Common Stock | Additional   |             | Total        
|                                          |                 |                 | Series B        | Series C        | Series D        | Series F      |              |              |             |               | Paid-In     | Accumulated | Stockholders'
|                                          | # of Shares     | Amount          | # of Shares     | Amount          | # of Shares     | Amount        | # of Shares  | Amount       | # of Shares | Amount        | # of Shares | Amount      | # of Shares   | Amount   | Capital      | Deficit        | Equity           
|Balance - December 31, 2003               | 75,500          | $       76      | 230,350         | $     230       | -               | $          -  | -            | $          - | -           | $           - | 33,656,089  | $   33,656  | 10,950,000    | $ 10,950 | $ 74,057,023 | $ (75,745,715) | $     (1,643,780)
|                                          |                 |                 |                 |                 |                 |               |              |              |             |               |             |             |               |          |              |                |                  
|Issuance of stock for ICABS Acquisition   | -               | -               | -               | -               | 100,000         | 100           | -            | -            | -           | -             | -           | -           | -             | -        | 16,890       | -              | 16,990           
|Issuance of stock for Patent              | -               | -               | -               | -               | -               | -             | 60,000       | 60           | -           | -             | -           | -           | -             | -        | 5,940        | -              | 6,000            
|Issuance of stock for IMES Acquisition    | -               | -               | -               | -               | 50,000          | 50            | -            | -            | -           | -             | 21,672,440  | 21,672      | -             | -        | 17,449       | -              | 39,171           
|Issuance of stock for services            | -               | -               | -               | -               | -               | -             |              |              | -           | -             | 2,190       | -           | -             | -        | 1,061,950    | -              | 1,061,950        
|Issuance of stock for reverse stock split | -               | -               | -               | -               | -               | -             |              |              | -           | -             | -           | -           | -             | -        | -            | -              | -                
|Issuance of issuable stocks               | -               | -               | -               | -               | -               | -             | -            | -            | -           | -             | 10,950,000  | 10,950      | (10,950,000)  | (10,950) | -            | -              | -                
|Net Loss for Year                         | -               | -               | -               | -               | -               | -             | -            | -            | -           | -             | -           | -           | -             | -        | -            | (3,193,428)    | (3,193,428)      
|                                          |                 |                 |                 |                 |                 |               |              |              |             |               |             |             |               |          |              |                |                  
|Balance - December 31, 2004               | 75,500          | 76              | 230,350         | 230             | 150,000         | 150           | 60,000       | 60           | -           | -             | 66,280,719  | 66,278      | -             | -        | 75,159,252   | (78,939,143)   | (3,713,097)      
|                                          |                 |                 |                 |                 |                 |               |              |              |             |               |             |             |               |          |              |                |                  
|Issuance of stock for Oil Lease           | -               | -               | -               | -               | -               | -             | -            | -            | 48,000,000  | 48,000        | 650,000,000 | 650,000     |               |          |              |                | 698,000          
|Issuance of stock for finders fees        | -               | -               | -               | -               | -               | -             | -            | -            | -           | -             | -           | -           | 61,000,000    | 61,000   | -            | -              | 61,000           
|Net Loss for Year                         | -               | -               | -               | -               | -               | -             | -            | -            | -           | -             | -           | -           | -             | -        | -            | (620,106)      | (620,106)        
|                                          |                 |                 |                 |                 |                 |               |              |              |             |               |             |             |               |          |              |                |                  
|Balance -  December 31, 2005              | 75,500          | $       76      | 230,350         | $     230       | 150,000         | $     150     | 60,000       | $       60   | 48,000,000  | $ 48,000      | 716,280,719 | $ 716,278   | 61,000,000    | $ 61,000 | $ 75,159,252 | $ (79,559,249) | $     (3,574,203)



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







INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Information Architects Corporation and Subsidiary (the "Company" or "IA"), a North Carolina corporation, was formerly a developer of dynamic content delivery and interchange infrastructure software solutions for both corporations and individuals. Due to the Company's inability to achieve profitable operations and the lack of capital to continue to develop its product line and sales staff, the Company suspended its operations in December 2002 and wrote off all its assets. In 2003, the Company acquired the software of Perceptre, LLC ("perceptre"), Accurate Research Solutions, Inc. ("ARS") and Daystar Telecom, Inc. (Daystar") as outlined below and commenced providing services using the perceptre software. In 2004, the Company acquired ICABS.COM, Inc., International Monetary Exchange Systems Corporation, and formed Information Processing Corporation, and purchased a patent which transactions are more fully described below. In 2005 the Company purchased and sold Oil Leases. In September 2005, the Company signed an Acquisition Agreement with AIT Wireless, Inc. for sale of the Oil Leases.

Purchase Of Perceptre Software

On June 16, 2003, the Company closed an Asset Purchase Agreement whereby IA acquired that certain computer software program and database commonly referred to as "perceptre" from Perceptre LLC, a New Mexico limited liability company for 215,350 shares of IA Series B preferred stock. The software was valued at $215,350 in 2003.

Each share of Series B Preferred shall be converted automatically into 100 shares of fully paid and non-assessable shares of common stock (the "Conversion Rate") without any further action by the holders of such shares. The holder of each share of Series B Preferred shall have the right to 200 votes for each share of preferred stock on the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of capital stock of the Corporation having general voting power and not counted separately as a class. Except as otherwise required by law or as set forth in the Articles of Incorporation, the holders of Series B Preferred shall not vote separately as a class. Holders of Series B Preferred shall be entitled to notice of any shareholders' meeting in accordance with the Bylaws of the Corporation.

The business of Perceptre, LLC is the licensing to governmental and commercial sector customers of its on-line, pre-employment screening, background investigation software ordering system. The perceptre software ordering system consists of a user interface designed for ease of use, breadth of information availability as well as speed and flexibility. The perceptre software provides a fast and affordable on-line ordering system for use by employers, or any other inquiring entities, in their quests to review the records of anyone of interest in many personnel arenas such as



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



criminal records, civil court records, motor vehicle records, and, of course, credit bureau records.

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(continued)

The transaction was originally contemplated to be a share exchange as reported on Form 8-K dated December 16, 2002. In May 2002, an 8-K was filed stating that the transaction did not occur. Subsequent to that time the software acquisition was completed. At the time the software acquisition was finalized, management of IA and Perceptre, LLC were related parties.

Acquisition Of Accurate Research Solutions, Inc.

In 2003, the Company acquired 100% of the stock of Accurate Research Solutions, Inc. ("ARS") for 285,715 common shares, valued at $9,250 in the 2003 financial statements. The business of ARS is providing pre-employment and post-employment screening and background investigations to various businesses. ARS is a client of Perceptre, LLC and uses the perceptre software system to manage its business.

With the acquisition of the Perceptre software and the acquisition of ARS IA's mission is to allow companies and government agencies of all sizes and their HR - Risk Management or Loss Prevention Staff to easily and efficiently perform pre-employment screening on all new applicants and to perform routine background investigations on their current employment base through the most efficient user interface the industry can provide.

Acquisition Of Daystar Telecom, Inc.

The Company acquired 100% of the stock of Daystar Telecom, Inc., a Fort Lauderdale based company, IA in April 2003 for 15,000 Series B preferred shares, valued at $75 in the accompanying financial statements. Daystar has a product, timerace.net, which provides automatic call tracking to the legal and accounting vertical. This software solution integrates very well into small to medium professional offices that do not have the critical mass for the expenses normally associated with sophisticated bill-tracking systems. The system is voice activated and collects billing information, collection of voice data both incoming and outgoing, and collects data from these calls (including cellular phones). Other value added services such as conference recording and transcription production is tied into the back end, and the phone tracking and data capturing can take place from anywhere in the world.

Acquisition of Remote Credit Card Authentication Patent



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



On February 25, 2004 Information Architects Corp. acquired a patent US 6,270,011 B1 (remote credit card authentication system) in exchange for 60,000 shares of Series D preferred shares (valued at $6,000 in the accompanying financial statements). The patent is in relation to a fingerprint scanning methodology for providing secure transactions with credit cards by adding a fingerprint scanner at the point-of-sale to obtain fingerprint data, so that a credit card company can verify the fingerprint. The method is integrated into the existing negotiations protocol between a point-of-sale system and a credit card company database, and uses a human fingerprint and a secure algorithm. The credit card company has the customer fingerprint for comparison on its existing database, and the existing credit card operation will be usual, with the fingerprint data added to it to authenticate and secure the operation via communication media while making the point-of-sale purchase.

Each share of Series D Preferred shall be converted automatically into 10 shares of fully paid and non-assessable shares of common stock (the "Conversion Rate") without any further action by the holders of such shares. The holder of each share of Series D Preferred shall have the right to 10 votes for each share of preferred stock on the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of capital stock of the Corporation having general voting power and not counted separately as a class. Except as otherwise required by law or as set forth in the Articles of Incorporation, the holders of Series D Preferred shall not vote separately as a class. Holders of Series D Preferred shall be entitled to notice of any shareholders' meeting in accordance with the Bylaws of the Corporation.

Acquisition of ICABS.COM, Inc.

The Company entered into an Acquisition Agreement in March 2004 with ICABS.COM, Inc. ("ICABS" or "iCABS"), a company specializing in the management of relationships between banks, processors and other financial institutions and corporate clients for the issuance of Pre-Paid Debit and Credit Cards. In exchange for 100% of the shares of ICABS, the Company issued 100,000 Series C preferred shares (valued at $16,990 in the accompanying financial statements). ICABS focuses on payroll, commission and expense programs (PCE) both in the United States and internationally. As of December 31, 2004 ICABS had one employee. It currently shares office space with IA at its' offices in Ft. Lauderdale, FL. The purchase method of accounting was used for this transaction.

Each share of Series C Preferred shall be converted automatically into 10 shares of fully paid and non-assessable shares of common stock (the "Conversion Rate") without any further action by the holders of such shares. The holder of each share of Series C Preferred shall have the right to 10 votes for each share of preferred stock on the record date for



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)

determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of capital stock of the Corporation having general voting power and not counted separately as a class. Except as otherwise required by law or as set forth in the Articles of Incorporation, the holders of Series C Preferred shall not vote separately as a class. Holders of Series C Preferred shall be entitled to notice of any shareholders' meeting in accordance with the Bylaws of the Corporation.

Acquisition of International Monetary Exchange Systems Corporation (IMES)

Information Architects entered into an Acquisition Agreement on March 9, 2004 and closed in on April 12, 2004 with IMES - International Monetary Exchange Systems Corporation, a company specializing in Pre-Paid Debit and Credit Cards primarily focused on the payroll card business and retail card programs. In exchange for 100% of the shares of IMES, the Company issued 50,000 Series C preferred shares (valued at $17,499 in the accompanying financial statements). The IMES stored value products enhance the Perceptre product as with Perceptre we offer the HR department the tools to hire an employee and with IMES we offer the tools to pay an employee. IMES is primarily focused in marketing its own card programs directly to consumers and businesses. Working hand-in-hand with iCABS, which works directly with the issuing banks and processors, IMES strategy is to develop stored value card programs both here in the US and abroad. The purchase method of accounting was used for this transaction. A consultant to the Company was a majority shareholder of IMES.

Formation of IPC and acquisition of FFS Transaction, LLC Assets and Liabilities

In June 2004, the Company formed Information Processing Corporation, ("IPC") (a Nevada Corporation) and 100% of shares were issued to Information Architects Corporation. On June 3rd, 2004 and Asset Acquisition Agreement was entered into between Information Processing Corporation and FFS Transaction Corp, LLC to acquire the assets and certain liabilities of FFS Transaction Corp, LLC. This company owned certain licenses which allowed it to do credit card processing.

Acquisition of Thornburg Oil Lease

On June 16, 2005, the Company entered into an asset acquisition agreement with Synergistic Investments and IFGT-SI International Funding Group Trust ("IFGT-SI" a Delaware Trust). IFGT-SI assigned fifty-one and one half percent of the Oil and Gas Lease with James Thornburg in exchange for 650,000,000 shares of Company common stock and 48,000,000 shares of Preferred stock.





INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)

Disposition of Thornburg Oil Lease

On October 14, 2005 the Company completed the asset acquisition agreement with Petroleum Communication Holdings, Inc., formerly known as AIT Wireless (OTC:ATWL). The Company shall assign fifty-one and one half percent of the James Thornburg Oil and Gas Lease in exchange for 500,000,000 shares of ATWL common stock and 25,000,000 shares of Preferred stock. The shares have been valued at $.01 in the accompanying financial statements.

Segment Information

The Company operates one business segment, which is the licensing to governmental and commercial sector customers of its on-line, pre-employment screening and background investigation software ordering system.

Going Concern

The Company's financial statements for the years ended December 31, 2005 and 2004 have been prepared on a going concern basis which contemplated the realization of assets and the settlement of liabilities in the normal course of business. The Company through its acquisitions has been operating since June 2003. The Company has incurred losses of $3,193,428 in the year ended December 31, 2004 and $620,106 in the year ended December 31, 2005 and has accumulated losses of $79,559,249 to December 31, 2005. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to generate sufficient future revenue from the acquisition of the perceptre software and the other recent acquisitions and/or acquire other existing businesses that are able to generate profits. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Basis of Presentation and Consolidation

The Company's consolidated financial statements include the accounts of Information Architects Corporation and its wholly owned inactive United Kingdom subsidiary, Alydaar International, Limited ("International")and its wholly owned subsidiaries, Accurate Research Solutions, Inc., Daystar Telecom, Inc., ICABS.COM, Inc., International Monetary Exchange Systems Corporation, and Information Processing Corporation. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. This preparation requires management to include amounts based on management's prudent judgments and estimates that affect the amounts



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



reported in the consolidated financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates made include the valuation of property and equipment and intangible assets for which impairment write downs have been recorded, valuation of stock based grants to employees and third parties, and valuation of the deferred tax assets.

Cash and Cash Equivalents

Cash and equivalents include cash on hand or bank overdrafts and highly liquid debt instruments purchased with a maturity of three months or less.

Long-Lived Assets

The Company reviews long-lived assets and certain identifiable assets related to those assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the enterprise are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss is recognized.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Computers and office equipment are being depreciated over 5 years using the straight-line method. Software, patents, and licenses are being amortized on a straight-line basis over 15 years which is the estimated useful life of these assets. Management will analyze the basis of depreciating this software on an annual basis to determine if the asset value is impaired beyond the annual depreciation rate and will adjust the annual rate accordingly in conjunction with recent accounting pronouncements.

For the years ended December 31, 2005 and 2004 depreciation and amortization expense amounted to $ 43,846 and $56,407, respectively.

Revenue Recognition

The Company recognizes revenue as services are rendered. Services are considered rendered as background checks and related services are requested.

Stock-Based Compensation

The Company accounts for stock options issued to employees in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation cost is measured on the date of grant as the excess of the current market price of the underlying stock over the exercise price. Such compensation amounts are amortized over the respective vesting periods of the option grant. The Company adopted the disclosure provisions of SFAS



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



No. 123, "Accounting for Stock-Based Compensation," which permits entities to provide pro forma net income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method defined in SFAS No. 123 had been applied. The Company accounts for stock options and stock issued to non-employees for goods or services in accordance with SFAS 123.

Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under accounting principles generally accepted in the United States are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders' equity,

net of tax. The Company's other comprehensive income (loss) is composed of foreign currency translation adjustments which were adjusted in 2002.

Income Taxes

Income taxes are accounted for under the asset and liability method of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109 deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Net Loss Per Common Share

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding. Diluted loss per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of outstanding preferred shares using the "if-converted" method and outstanding stock options and warrants using the "treasury stock" method. For the period ended December 31, 2005 and 2004, all of the Company's common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company's net losses in those years. At December 31, 2005, there were warrants outstanding to purchase of 9,753,905 common shares which may dilute future earnings per share. Also there were preferred shares which if converted would convert to 53,158,500 shares of common stock.





INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



Fair Value Of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate that value. For purposes of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

The carrying amounts of the Company's short-term financial instruments, including accounts receivable, accounts payable, accrued expenses, and income taxes payable approximate fair value due to the relatively short period to maturity for these instruments.

Recently Issued Accounting Pronouncements

In February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". The provisions of SFAS 150 are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. The Company has not issued any financial instruments with such characteristics.

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" (FIN No. 46R), which addresses how a business enterprise should evaluate , whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN No. 46R replaces FASB Interpretation No. 46, "Consolidation of Variable Interest Entities", which was issued in January 2003. Companies are required to apply FIN 46R to variable interests in variable interest entities ("VIE") created after December 31, 2003. For variable interest in VIEs created before January 1, 2004 the interpretation is applied beginning January 1, 2005. For any VIEs that must be consolidated under FIN No. 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially are measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying value is not practicable, fair value at the date FIN No. 46R first applies may be used measure the assets, liabilities and non-controlling interest of the VIE. The Company does not have any interest in VIEs.



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



In December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based Payment" which amends FASB Statement No. 123 and will be effective for public companies for interim or annual periods beginning June 15, 2005. The new statement will require entities to expense employee stock options and other share-based payments. The new standard may be adopted in one of three ways - the modified prospective transition method, a variation of the modified transition method or the modified retrospective transition method. The Company is to evaluate how it will adopt the standard and the evaluation the effect that the adoption of SFAS 123R will have on the financial position and results of operations.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4."The statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing,to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Paragraph 5 of ARB No. 43, Chapter 4 previously stated that "under some circumstances, items such as idle facility expense, excessive spoilage, double freight and rehandling costs may be so abnormal as to require treatment as current period charges". SFAS No. 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal". In addition, this statement requires that allocation of fixed production overhead to the costs of conversion be based on the prospectively and are effective for inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier application permitted for inventory costs incurred during fiscal years beginning after the date this Statement is issued. The adoption of SFAS No. 151 does not have an impact on the Company's financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets, an amendment of APB Opinion No. 29.The guidance in APB opinion No. 29, Accounting for Non-monetary Transactions,is based on the principle that exchange of non-monetary assets should be measured on the fair value of the assets exchanges. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets that do not have commercial substance. A non-monetary has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary exchanges occurring in fiscal periods beginning June 15, 2005. The adoption of SFAS No. 153 is not expected to have an impact on the Company's financial position and results of operations.

In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance relating to the identification of and financial reporting for



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)

legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does not believe the adoption will have a material impact on its consolidated financial position or results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and a correction of errors made in fiscal years beginning after December 15, 2005 and is required to be adopted by the Company in the first quarter of 2006. The Company is currently evaluating the effect that the adoption of SFAS 154 will have on its results of operations and financial condition but does not expect it to have a material impact.

In June 2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue 05-6, Determining the Amortization Period for Leasehold Improvements,which requires that leasehold improvements acquired in a business combination purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF 05-6 is effective for periods beginning after July 1, 2005. We do not expect the provisions of this consensus to have a material impact on the financial position, results of operations or cash flows.

NOTE 2 - COMMITMENTS AND CONTINGENCIES:

Legal Matters



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)

NOTE 3 - SHAREHOLDERS' EQUITY (DEFICIT)

Convertible Preferred Stock

In 2005, the Company increased the number of authorized preferred shares to 500,000,000 but has not assigned these shares to individual classes.

During 2000, the Company issued approximately 166,000 shares of preferred stock for net proceeds of approximately $10,884,000 in connection with a private placement. The preferred stock has a conversion feature of 0.67 shares of common stock for each share of preferred stock. Pursuant to the reset calculation, provided for by the private placement agreement, subsequently, an additional 58,000 shares of preferred stock were issued. In 2001 and 2000, 89,587 and 39,016 preferred shares were converted to common stock. In July 2002, convertible preferred shareholders converted 20,000 shares of preferred stock to 13,333 shares of the common stock in accordance the conversion terms of the preferred stock (See Common Stock below). There were no shares issued in 2003.

Preferred shares are entitled to vote their underlying common stock equal to five-sevenths of the number of full shares of common stock into which such shares of preferred stock could then be converted. Preferred shares are entitled to receive dividends if the company declares dividends and are entitled to receive the amount paid for their shares, plus all dividends, in preference to common shareholders in the event the Company is acquired or sold.

In 2003, the Company authorized 500,000 shares of Series B Preferred Stock with a par value of $0.001 per share. Series B preferred shares are convertible into 100 shares of common stock without any further action by the holders of such shares, and have the right to vote based on 200 votes for each share of Series B preferred stock.

In 2003, the Company issued 215,350 shares of Series B Preferred Stock in connection with the purchase of the perceptre software and 15,000 shares of Series B Preferred Stock in connection with the purchase of Daystar.

Series C Preferred Stock

In 2003, the Company authorized 500,000 shares of Series C Preferred Stock with a par value of $0.001 per share. Series C preferred share are convertible into 10 shares of common stock without any further action by





INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)

the holders of such shares and have the right to vote based on 10 votes for each share of Series C preferred stock.

In 2004, the Company issued 100,000 shares of Series C Preferred Stock in connection with the acquisition of ICABS and 50,000 shares of Series C Preferred Stock in connection with the acquisition of IMES.

Series D Preferred Stock

In 2003, the Company authorized 500,000 shares of Series D Preferred Stock with a par value of $0.001 per share. Series D preferred share are convertible into 10 shares of common stock without any further action by the holders of such shares and have the right to vote based on 10 votes for each share of Series D preferred stock.

In 2004, the Company issued 60,000 shares of Series D Preferred Stock in connection with the acquisition of the patent.

Series F Preferred Stock

In 2005, the Company authorized 500,000 shares of Series F Preferred Stock with a par value of $0.001 per share. Series F preferred shares are convertible into 1 share of common stock for 1 share of preferred stock in the event that common stock is trading at least at $1.

In 2005, the Company issued 48,000,000 shares of Series F Preferred Stock in connection with the acquisition of Oil Leases.

Common Stock

In April 2003, the Company announced a one-for-three reverse stock split of the common stock and equivalents. All per share data and numbers of common shares and equivalents have been retroactively adjusted to reflect the latter stock split. As of December 31, 2005 2,000,000,000 common shares were authorized.

On December 12, 2002, the Company issued 5,000,000 shares of its common stock for services rendered. These shares were valued at $750,000 or $0.15 per share or the fair value on the date of the grant. These shares were issued in 2003.

In 2003, the Company increased the number of authorized common shares to 500,000,000.

On May 14, 2003, the Company registered pursuant to an S-8 Registration Statement, 6,000,000 shares of its common stock to be issuable under a new Year



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



2003 Stock Award Plan (the "2003 Plan") which was approved by the Board. Such shares under the Plan are for employees, officers, directors, key consultants and advisors.

During the period from January to September 2003 the Company issued a total of 5,851,437 for net proceeds of $ 866,611.

On September 22, 2003 the Company registered pursuant to an S-8 Registration Statement, 6,500,000 of its common stock to be issuable to certain consultants pursuant to agreements entered into on September 5, 2003. The shares were valued at $ 1,625,000 or $ 0.25 per share. These shares were issued in October 2003. In addition, options for 1,000,000 shares were granted (500,000 options at $1.00 per share and 500,000 options at $2.50 per share).

In November 2003, the Board of Directors resolved that 10,950,000 common shares be issued to consultants and other legally approved vendors. The shares are shown as issuable on the 2003 financial statements and are valued at $0.05 per share. In addition, options for 8,000,000 shares were granted (4,000,000 options at $.50, 2,000,000 options at $1.00, and 2,000,000 options at $1.50).

A total of 18,437,000 common shares were issued and 10,950,000 were issuable during the year ended December 31, 2003 for consulting and other services (valued at $4,394,474) rendered to the Company. These issuable shares were issued in 2004.

In connection with the three-for-one reverse stock split in 2003, 158 fractional shares were cancelled.

In 2003, 285,715 common shares valued at $9,250 were issued in connection with the acquisition of Accurate Research Services, Inc.

In 2004, 2,190 common shares were issued in connection with the three-for-one reverse stock split in 2003.

A total of 21,672,440 common shares were issued during the year ended December 31, 2004 for consulting and other services (valued at $1,083,622) rendered to the Company.

In June 2005, the Company issued 650,000,000 share of common stock as part of the acquisition of Oil Leases.

Also in 2005, the Company recorded as shares to be issued, 61,000,000 common shares at par value relating to a finders fee on the oil lease sale transaction.

Stock Options and Warrants

Stock Option Plan



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



The Company has a stock option plan to benefit salaried employees. Under this plan (as amended), the Company may issue stock and/or stock options, to a maximum of 10 percent of the authorized shares, through the year 2004. The options become exercisable at various periods of time from thirty days to two years from the date of grant. Options currently expire no later than 10 years from the grant date.

On January 25, 2002, the Company's shareholders voted to approve an amendment to the stock option plan to increase the number of shares of common stock that may be issued under the plan from 800,000 to 4,000,000 shares after giving effect to the one-for-five reverse split. This amendment was effective February 1, 2002. The plan has not yet been amended for the most recent one-for-three reverse split.

A summary of the options issued under the plan as of December 31, 2005 and 2004 and changes during the years is presented below:

|                                |                          |       
|------------------------------- | ------------------------ | ------
|                                | Weighted AverageExercise
|                                |                         
|                                |                          |       
|Outstanding December 31, 2002   | 8,957                    | $86.25
|Canceled and expired            | (6,824)                  | 86.25 
|Granted                         | 9,000,000                | .97   
|                                |                          |       
|Outstanding - December 31, 2003 | 9,002,133                | $ .99 
|Canceled and expired            | (2,133)                  | 86.25 
|                                |                          |       
|Outstanding - December 31, 2004 | 9,000,000                | $ .97 
|Canceled and expired            | -0-                      | .00   
|Outstanding - December 31. 2005 |                          |       
|                                | 9,000.000                | $ .97 



Common Stock Warrants

A summary of warrants issued to employees and non-employees and changes during 2005 and 2004 is presented below (there were no warrants issued in 2005 and 2004):

|                         |                   |                   
|------------------------ | ----------------- | ------------------
|                         | Number of Shares  | Weighted Average  
|                         |                   | Exercise Price    
|                         | ----------------- | ------------------
|Outstanding December 31, |                   |                   
|2002                     | 763,471           | $ 2.82            
|Canceled and expired     | (370)             | 118.20            
|                         | ----------------- | ---------------   







INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)



|                         |                   |                
|------------------------ | ----------------- | ---------------
|Outstanding December 31, |                  
|2003                     | 763,101           | $2.74          
|                         |                   |                
|Canceled and expired     | (9,196)           | 30.02          
|                         | ----------------- | ---------------
|Outstanding December 31, |                   |                
|2004                     | 753,905           | $2.69          
|Canceled and expired     | -0-               | -0-            
|Outstanding December 31, |                   |                
|2005                     | 753,905           | $ 2.69         



The following table summarizes information about warrants outstanding at December 31, 2005:

Outstanding and Exercisable Warrants

|               |           |             |         
|-------------- | --------- | ----------- | --------
|               |           |             | Weighted
|               |           | Remaining   | Average 
|Range of       | Number of | Contractual | Exercise
|Exercise Price | Shares    | Life        | Price   
|               |           |             |         
|$ .60          | 583,333   | 1.62        | $ 0.60  
|1.23           | 33,333    | 1.56        | 1.23    
|1.14           | 14,000    | 1.52        | 1.14    
|2.73           | 50,000    | 1.38        | 2.73    
|2.73           | 23,333    | 1.15        | 2.73    
|19.95          | 4,667     | .62         | 19.95   
|               | 708,666   |             | $.99    



Employee Stock Purchase Plan

The Company has an employee stock purchase plan to provide eligible employees with the opportunity to purchase shares of its common stock through payroll deductions. Participants of the plan purchase shares of the Company's common stock at six-month intervals at 85 percent of the lower of the fair market value on the first or last day of each six-month period. The fair market value of shares that may be purchased by any participant during any calendar year may not exceed $25,000.

On January 25, 2002, the Company's shareholders voted to approve an amendment to the employee stock purchase plan to increase the number of shares available for purchase under such plan from 40,000 to 200,000 shares after giving effect to the one-for-five reverse split. The plan has not yet been amended for the most recent one-for-three reverse split. During 2004 and 2003 employees purchased 0 shares.



INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

(Continued)

The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its employee stock options. Under APB No. 25, because the exercise price of the company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized in the Company's financial statements.

NOTE 4 - INCOME TAXES

There was no income tax expense for the year ended December 31, 2003 due to the Company's net losses.

The effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2004 are as follows:

Year Ended December 31,

2005

------------

Net operating loss

carryforward                         $ 79,301,552

Valuation

allowance                            (79,301,552)

------------

Net deferred tax

assets                                          $       -

============



NOTE 5 - NOTE PAYABLE

In connection with the purchase of the property by IPC, IPC assumed the obligation of the 8%, 72 month promissory note due Transend LLC (balance due at December 31, 2005 was $573,659). The note is due in monthly installments of $10,520, which includes principal and interest. IPC made three payments during the year totaling $31,560 of which $19,821 applied to principal. $26,711 of interest was accrued during 2004. Total payment for each of the next five years is $126,240 per year. The note was not paid in 2005 and is currently in default.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our 2002 auditors, Salsberg & Company P.A., were replaced by Jaspers + Hall, PC on December 2, 2004. Their report on our financial statements for the year ended December 31, 2002 did not contain any qualifications or adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles other than the uncertainty related to our ability to continue as a going concern through December 31, 2002.

On January 20, 2005, IA also received notice from Michael B. Johnson & Co., LLC an independent auditing firm, that reflects that it is that firm's position that said firm did not consent to the filing of an audit report covering IA's financial statements for the year ended December 31, 2003, nor did that firm complete an audit of IA's financial statements for that same period. That notice also requested IA to withdraw any references to say firm name in IA's Form 10-KSB/A filed with the Commission on January 4, 2005.

Up until receipt of the notice from Michael B. Johnson & Co., LLC, IA was under the impression that the financial statements of IA for the year ended December 31, 2003 were being audited by the independent auditing firm of Jaspers & Hall, P.C. as substitute auditors for Russell & Atkins, PLC, pursuant to a written audit engagement entered into with that firm by IA on November 30, 2004. IA had been informed that the audit report for the year ended December 31, 2003 was to be issued by Michael B. Johnson & Co., LLC, due to an impending merger between the two auditing firms named above. IA was under the further impression that it had the consent of Jaspers & Hall, P.C., and in turn, Michael B. Johnson & Co., LLC, to file the Form 10-KSB/A and related audit report on January 4, 2005. IA is now relying on the Jaspers & Hall PC audit engagement to complete the December 31, 2003 audit of our financial statements for the period then ended and to issue their audit report accordingly, which is included herein.

ITEM 8A. CONTROLS AND PROCEDURES

As of December 31, 2005, the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There were not any significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 8B. OTHER INFORMATION



PART III

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

The following table sets forth the name, age and term of office as director for each director and his present position(s) with the Company:

---------------------------------------------------------------------

Alfred Tracy          42         Director          April 2004

---------------------------------------------------------------------

The Board of Directors of IA accepted the resignation of Michael Clark as President effective April 5, 2005. Mr. Roland Breton has been appointed Interim Chief Executive Officer. The Board of Directors of IA accepted the resignation of Charles Maurice as Director effective 7/05. The Board of Directors of IA accepted the resignation of Mr. William Overhulser as COO and Director effective 1/9/06

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the period from January 1, 2003 through December 31, 2003, the registrant has been unable to determine if the prior directors, executive officers and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them.

ALFRED TRACY III became a director of IA. in 2004. Mr. Tracy has an extensive background in software engineering, project management, and program management. Most recently, he has held the position of Director of Solutions for Technisource Inc. During his tenure at Technisource, Mr. Tracy was responsible for helping to increase sales from $10 million to its 1999 volume of $146 million. Mr. Tracy received his Bachelor of Science Degree in Computer Science from The University of North Florida, and a Master of Science Degree in Computer Science from Florida State University.

ITEM 10. EXECUTIVE COMPENSATION

The following tables set forth information with respect to compensation paid by the Company for the services of the Company's Chief Executive Officer and Chief Operation Officer for the years ended December 31, 2005 and December 31, 2004.



|                                           |                        |                 |                 |                               |                               |                                        |                  |                           
|------------------------------------------ | ---------------------- | --------------- | --------------- | ----------------------------- | ----------------------------- | -------------------------------------- | ---------------- | --------------------------
|SUMMARY COMPENSATION TABLE                
|                                           | Long-Term Compensation |                
|                                           | Annual Compensation    | Awards          | Payouts         |                              
|(a)                                        | (b)                    | (c)             | (d)             | (e)                           | (f)                           | (g)                                    | (h)              | (i)                       
|Name and Principle Position                | Year                   | Salary ($)      | Bonus ($)       | Other Annual Compensation ($) | Restricted Stock Award(s) ($) | Securities Underlying Options/SARs (#) | LTIP Payouts ($) | All Other Compensation ($)
|                                           |                        |                 |                 |                               |                               |                                        |                  |                           
|MICHAEL CLARK
President                    | 2005
2004              | $50,000
$50,000 | $50,000
$50,000 | $30,962
$30,962               | $12,500
$12,500               |                                        |                  |                           
|                                           |                        |                 |                 |                               |                               |                                        |                  |                           
|WILLIAM OVERHULSER
Chief Operating Officer | 2005
2004              | $50,000
$50,000 | $35,000
$35,000 | $12,500
$12,500               |                               |                                        |                  |                           



All options listed were granted pursuant to the Company's stock option plan. Option exercise prices were at the market price when granted. The options have a term of ten years and vest in one year.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Company's Common Stock as of April 15, 2006 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Common Stock; (ii) each of the Company's officers and directors and (iii) all of the aforementioned as a group:



|                                      |                                                    |                                        
|------------------------------------- | -------------------------------------------------- | ---------------------------------------
|Names of
Beneficial Owner (1)         | Amount and Nature of Beneficial Ownership
of Class | Percent of Common Shares as of 12/31/05
|                                      |                                                    |                                        
|Roland Breton , CEO                   | 0                                                  | Less than 1%                           
|                                      |                                                    |                                        
|Alfred Tracy, Director                | 0                                                  | Less than 1%                           
|Officers and Directors as a Group (2) | 0                                                  |                                        

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)

List of Exhibits:

|            |                                                 |                                          
|----------- | ----------------------------------------------- | -----------------------------------------
|Exhibit No. | Document                                        | Document Location                        
|3.1         | Articles of Incorporation                       | Previously filed on _____________________
|3.2         | Amendment to Articles of Incorporation (if any) | Previously filed on _____________________
|3.3         | Bylaws                                          | Previously filed on _____________________
|31.1        | Rule 13a-14(a)/15d-14(a) Certifications         | Included                                 
|32.1        | Section 1350 Certifications                     | Included                                 
|23.1        | Auditors Consent                                | Included                                 
|            |                                                 |                                          



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2005 and December 31, 2004 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

|                        |       |      
|----------------------- | ----- | -----
|JASPERS + HALL, P.C.    | 2004  | 2005 
|(i) Audit Fees          | $7500 | $7500
|(ii) Audit Related Fees | None  | None 
|(iii)Tax Fees           | None  | None 
|(iv)All Other Fees      | None  | None 

TOTAL FEES

|                     |       |      
|-------------------- | ----- | -----
|                     | 2004  | 2005 
|JASPERS + HALL, P.C. | $7500 | $7500



AUDIT FEES. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2005 or 2004.

TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

ALL OTHER FEES. Consists of fees for products and services other than the services reported above.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, and tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

INFORMATION ARCHITECTS CORPORATION

DATED:

June 14, 2006,

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                                   
|-------------------------------------------------------------------
|BY: /S/ Alfred Tracy, III

Alfred Tracy, III
Director





|                                                        
|--------------------------------------------------------
|BY: /S/ Todd K. Morgan

Todd K. Morgan
CEO