UNITED STATESSECURITIES 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 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

COMMISSION FILE NUMBER
0-22325

INFORMATION ARCHITECTS
CORPORATION (Name
of small business issuer in its charter)

|NORTH CAROLINA                                                    | 87-0399301                          
|----------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction    
of incorporation or organization | (I.R.S. EMPLOYER IDENTIFICATION NO.)

6500 NW 15th Ave Suite
300, Ft. Lauderdale, Florida 33309(Address
of principal executive offices) (Zip Code)

Issuers telephone
number  954-545-8184

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
not 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, 2003 was $208,225.

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 February 9, 2005 was $4,366,755.37

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 delivery and interchange infrastructure software solutions
for both corporations and individuals. The Company suspended operations in late 2002.

In
2003, the Company acquired the software of Perceptre, LLC, Accurate Research Solutions,
Inc. (ARS) and Daystar Telecom, Inc. as outlined below and commenced providing
services using the Perceptre software.

On
June 16,  2003,  the  Company  closed  a  definitive  Asset  Acquisition Agreement
whereby IA acquired the software of Perceptre LLC, a New Mexico limited liability
corporation (the Acquisition). As a result of the acquisition, the assets of
Perceptre were transferred to IA for 215,350 shares of IA Series B preferred stock

Each
share of Series B Preferred is convertible  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 has 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 stock shall not vote separately as a
class. Holders of Series B Preferred stock shall be entitled to notice of any shareholders meeting
in accordance with the Bylaws of the Company.

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

The Company acquired 100% of the
stock of Accurate Research Solutions, Inc. (ARS) for 285,715 IA common shares,
valued at $9,250 in the accompanying 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.

The business of Accurate Research
Solutions, Inc. is providing pre-employment and post-employment screening and background
investigations to various businesses. ARS is a client of Perceptre LLC using 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 human resources  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.

Daystar Telecom, Inc., a Fort
Lauderdale based company, which was acquired by IA in 2003, has a product called
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.

-1-

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 acquired
from Perceptre LLC its software and thus is able to license this software to governmental
and commercial sector customers. IA has hired a sales force to market its unique Perceptre
software as reflected in the financial statements of the Company.

SOFTWARE DEVELOPMENT

In
keeping with the Companys new direction we have suspended our investment in ongoing
development to enhance its previous core product, Jitzu and as such did not incur any
research and development expenditures in 2003. We capitalized approximately $679,000 and
$321,000 related to the internal development costs associated with Jitzu and its
underlying framework, SmartCode in 2001 and 2000, respectively, which was written off in
2002. Our research and development costs totaled approximately $710,000, $1,249,000 and
$1,811,000 in 2002, 2001 and 2000, respectively.

All new software development is being
focused on the deployment of Perceptre 2 at the end of 2003. Perceptre version 2 added a
host of additional features to the on-line ordering and provisioning system. Development
continued into 2004 for a version that allowed small to medium sized business the use of
the software in a pay-as-you-go environment. Perceptre version 2 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 2005 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 human resources 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 3,000 counties as
well as IAs proprietary call center management system, including several Quality
Assurance 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.

-2-

EMPLOYEES

As of December 31, 2003 there were
eight employees. Michael Clark, William Overhulser  Chief Operating Officer, Gerry
Smith  Chief Technology Officer and five other employees in the Lutz (Tampa, FL)
operations center.

ITEM 2.  DESCRIPTION OF
PROPERTY

Presently,
the Company shares space with Greentech USA, Inc.(Greentech) at 6500 NW 15th
Avenue, Suite 300, Ft. Lauderdale, Florida 33309. The Company has entered into a
management agreement which will be more fully described below whereby part of the fee paid
to Greentech covers the provision of office space to IA.

The
Company occupies its office space in Lutz, Florida under the terms of a three-year lease
dated January 31, 2002 which commenced February 1, 2002. Future minimum lease payments are
$20,806 in 2004 and $1,741 in 2005.

IA
also leases cabinet/rack space at Big Byte in Albuquerque, New Mexico where its database
and web servers are hosted. In addition small office space is provided for the
Companys Chief Technology Officer, Gerry Smith who worked there until December 2004
at which time he relocated to the Ft. Lauderdale, Florida office.

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 February 2005, the U.S. Securities and Exchange Commission (SEC)
ordered that trading of the Companys common stock be suspended in connection with an
Order Instituting Administrative Proceedings that further requested that the registration
of the common stock of IA be revoked permanently. The Company has entered into
negotiations with the SEC and has reached a preliminary written agreement regarding
settlement of the Order Instituting Administrative Proceedings that will require that the
Company file this amendment to its 2003 Form 10-KSB 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 Companys auditing 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.

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

On
December 12, 2002, shareholders holding 2,155,346 post-split shares of common stock of the
total 4,082,095 post-split shares issued and outstanding approved by written consent, the
following:

1.       
          Agreement made as of the 12th day of December 2002 between Perceptre LLC., a New
          Mexico limited liability corporation and the Corporation is approved, ratified
          and affirmed (this agreement was subsequently amended to reflect the purchase of
          the Perceptre software and was completed on June 16, 2003 as reported in its
          Form 8-K filing of June 2003).

2.       
          The Corporation shall effect a 1 for 3 reverse stock split of its common stock
          for holders of record as of December 12, 2002. No fractional shares shall be
          issued. Fractional shares shall be rounded up to the next whole share. This
          reverse split became effective in April 2003 for shareholders of record in April
          23, 2003.

3.       
          Article One of the Amended and Restated Articles of Incorporation of the
          Corporation shall be amended in its entirety to state: 1. The name of the
          corporation is Perceptre Corporation.(this amendment was not acted upon and the
          name of the Company was not changed).

4.       
          The Corporation shall take appropriate action necessary to change its domicile
          from the state of North Carolina to Florida. In so doing, the articles of
          incorporation and by laws of the Corporation, to be amended as stated above,
          shall remain the same, except as the same shall be required to be modified to
          conform to Florida law. (This was not acted upon and the domicile was never
          changed)

5.       
          All stock issuances and splits under the above agreements/actions are also
          affirmed, ratified and approved.

-3-

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.
From February 4, 2002 to March 4, 2002, our stock traded under the symbol
IARCD. The D informs investors of the stock split as discussed in
Item 4. The following table sets forth the range of high and low closing sale prices as
reported by the OTC Bulletin Board for our common stock for the fiscal quarters indicated.
The OTC Bulletin Board quotations represent quotations between dealers without adjustment
for retail mark-up, markdowns or commissions and may not represent actual transactions.

In
April 2003, we completed a one-for-three reverse stock split of the common stock and
equivalents. All per share data, stock prices and numbers of common shares and equivalents
have been retroactively adjusted to reflect the latter stock split.

|For Year Ended December 31, 2003     | High | Low
|------------------------------------ | ---- | ---
|1st Quarter Ended March 31, 2003     |      |    
|2nd Quarter Ended June 30, 2003      |      |    
|3rd Quarter Ended September 30, 2003 |      |    
|4th Quarter Ended December 31, 2003  |      |    

BENEFICIAL HOLDERS

As
of April 15, 2004, 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.

RECENT ISSUANCES OF
UNREGISTERED SECURITIES

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 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).

-4-

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.

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 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.

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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 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 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, 2003.

During 2002, 2001 and 2000, employees
purchased 1,540, 3,910 and 2,925 shares for approximately $4,600, $73,000 and $122,000,
respectively.

-5-

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 business 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
2003, the Companys revenues which commenced in June 2003 are derived from its
Perceptre LLC software applications and revenue from the ARS customer base.

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/A (Note: On
February 1, 2002, IA effected a one-for-five reverse stock split on its common stock and
equivalents to shareholders of record as of November 30, 2001. In April 2003, the Company
effected a one-for-three reverse stock split of its common stock and equivalents to
shareholders of record as of April 23, 2003. All per share data and numbers of common
shares and equivalents have been retroactively adjusted to reflect the latest reverse
stock split. 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.

Other Disclosures for
Shareholders Benefit

IA
has entered into a management agreement with Greentech USA, Inc.(Greentech) on
November 19, 2003. This is a three month contract with monthly automatic renewals The
agreement calls for a monthly fee of $35,000 for the services to be provided commencing in
November 2003. The services provided are but are not limited to bookkeeping services,
coordination of bookkeeping with the Companys external accountants and auditors,
senior management services coordinating the day-to-day operations of its offices,
coordination and management of all its IT functions, coordination and supervision of all
external consultants and professionals, coordination, supervision and management of sales,
marketing and public relations of the Company.

In
addition the Company engaged one of Greentechs subsidiaries, Digi eSolutions, to
review the Companys operations, marketing strategies, internet presence and to
assist the Company with its SEC filings and press releases and other related services,
including the payment of all costs associated with this review. For these services Digi
eSolutions is to be paid $350,000 worth of IAs common stock to be registered on a
form S-8, which was done in April of 2004. This stock has not been issued as of December
31,2003.

-6-

RESULTS OF OPERATIONS

The
Company re-commenced operations in June 2003 when it purchased the assets of Perceptre
LLC., after a suspension of operations in late 2002. For the fiscal year ended December
31, 2003 the Company incurred a loss of $5,448,090 compared to a loss of $7,747,189 for
the year ended December 31, 2002.

The following financial discussion
related to our operations.

IA
had revenues of approximately $208,225 in 2003 compared to $63,125 in 2002. All the
revenues in 2003 are derived from sales related to the Perceptre software.

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 2003 cost of revenues of approximately $46,805 compared to $37,708 in 2002. Cost
of revenues in 2003 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 $ 16,449 in 2003 as compared to $627,402 in
2002. The reduction is attributed to the new direction of the Company.

Research and Development

There
were no research and development expenses in 2003 as compared to approximately $710,000 in
2002. Research and development efforts were suspended in 2002 when the Company abandoned
the sale of its original core product.

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 $5,575,803 in 2003 compared to $7,444,000
in 2002. Included in general and administrative expenses approximately $4,394,474
represents consulting and management fees incurred and paid for with common stock of the
Company. In 2002 this number was $1,240,000. As management continues its cost reduction
plan from 2001, declines in payroll and related costs contributed to IAs most
significant cost reductions. Payroll and related costs declined to approximately $89,000
in 2003 from $1.3 million in 2002 reflecting the Companys new direction.

Depreciation and
Amortization

Depreciation
and amortization expenses were approximately $17,000 in 2003 as compared to $1,010,000 in
2002. In 2002, we wrote off all remaining capitalized software. The Company revised the
estimated life of certain computer equipment from five years to three years and revised
the estimated life of technology purchased in 1999 from three to two years. The Company
did not incur any additional depreciation in 2003 in connection with the adjustment of the
estimated life of its technology as these assets were all written off in 2002. In 2002
this number was $240,000.

-7-

Other Items

We had no interest income in 2003 as
compared to approximately $21,000 in 2002, 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 2003 or 2002.

Other

During
2003 and 2002, we issued common stock to raise cash, to convert debt to equity, to settle
lawsuits, 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 $75.7 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 are the issuance of stock and/or debt
financing. Without additional funding, IA will not be able to continue operations.

FACTORS THAT MAY AFFECT
OUR BUSINESS, FUTURE OPERATING RESULTS AND FINANCIAL CONDITION

IA
participates in a highly volatile industry that is characterized by intense industry-wide
competition. Industry participants confront aggressive pricing practices by competitors,
continually changing customer demand patterns and rapid technological developments. The
following cautionary statements discuss important factors that could cause actual results
to differ materially from the projected results contained in the forward-looking
statements in this Annual Report on 10-KSB. We believe that in the future our results of
operations and financial condition could be affected by various factors, including, but
not limited to:

GOING
CONCERN AND THE NEED TO RAISE ADDITIONAL CAPITAL THAT MAY NOT BE AVAILABLE  ON TERMS
FAVORABLE TO US, IF AT ALL

Since
inception, we had an aggregate net loss of $75.7 million. In order to continue operations
throughout 2004, we will once again seek additional funding from outside sources. Among
the options that are currently being explored to raise capital are the issuance of stock
and/or debt financing. Without additional funding, we will not be able to continue
operations. We can make no assurances that we will be able to obtain financing on
favorable terms, if at all.

OUR LIMITED OPERATING HISTORY IN THE
CONTENT AGGREGATION AND SYNDICATION BUSINESS MAY IMPEDE YOUR ABILITY TO EVALUATE OUR
BUSINESS AND ITS FUTURE PROSPECTS

Since
July 1, 1999, we have continued to fund our operations primarily from our sale of common
stock and securities convertible into common stock and have not generated net income from
operations. Before buying our common stock, you should consider the risks and difficulties
frequently encountered by companies in new and rapidly evolving markets, particularly
those companies whose businesses depend on the Internet.

-8-

These risks and difficulties, as they
apply to us in particular, include:

| |  | potential
fluctuations in operating results and uncertain growth rates;
| | - | -----------------------------------------------------------------------

| |  | limited
market acceptance of our products;
| | - | ------------------------------------------

| |  | concentration
of our revenues in a single product suite;
| | - | --------------------------------------------------------

| |  | our
need to manage rapidly expanding operations; and
| | - | ----------------------------------------------------

| |  | our
need to attract and train qualified personnel.
| | - | --------------------------------------------------

OUR QUARTERLY OPERATING RESULTS ARE
VOLATILE AND DIFFICULT TO PREDICT, AND IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC
MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY DECREASE
SIGNIFICANTLY

Our
quarterly operating results have fluctuated significantly in the past, and we expect them
to continue to fluctuate in the future, which may result in a decrease in the price of our
common stock. It is possible that in some future periods our results of operations may not
meet or exceed the expectations of public market analysts and investors and the price of
our common stock may decline.

VOLATILITY IN OUR STOCK
PRICE MAY ADVERSELY AFFECT OUR BUSINESS

Fluctuations
in the market price of our common stock may adversely affect our access to capital and
financing and our ability to attract and retain qualified personnel. Historically, our
common stock price and trading volume have fluctuated widely. We expect fluctuations to
continue in the future for a number of reasons, including the following:

| |  | our
success or failure in meeting market expectations of our quarterly or annual revenues,
net income or earnings per share;
| | - | ----------------------------------------------------------------------------------------------------------------------------

| |  | announcements
by us or our competitors regarding new services and products or technological
innovations;
| | - | --------------------------------------------------------------------------------------------------------

| |  | stock
prices for many technology companies fluctuate widely for reasons, including perceived
potential value, that may be unrelated to operating results; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | announcements
of unusual events.
| | - | --------------------------------

WE ARE SUBJECT TO RISKS
ASSOCIATED WITH GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES

The governing regulations on Consumer
Reporting Agencies is the Fair Credit Reporting Act (FCRA). IA is in compliance and
monitors the FCRA for any changes through several professional originations as well as the
Federal Government releases. All documentation required to be signed by both clients and
consumers is periodically reviewed to insure compliance. In addition there are multiple
features built into Perceptre to force compliance, including but not limited to
indications of signatures required by applicants to run credit reports.

Few
existing laws or regulations specifically apply to the Internet, other than laws and
regulations generally applicable to businesses. Certain U.S. export controls and import
controls of other countries, including controls on the use of encryption technologies, may
apply to our products. Many laws and regulations, however, are pending and may be adopted
in the United States, individual states and local jurisdictions and other countries with
respect to the Internet. These laws may relate to many areas that impact our business,
including content issues (such as obscenity, indecency and defamation), copyright and
other intellectual property rights, encryption, caching of content by server products,
personal privacy, taxation, e-mail, promotions, network and information security and the
convergence of traditional communication services with Internet communications, including
the future availability of broadband transmission capability and wireless networks. These
types of regulations are likely to differ between countries and other political and
geographic divisions.

Other
countries and political organizations are likely to impose or favor more and different
regulation than that which has been proposed in the United States, thus furthering the
complexity of regulation. In addition, state and local governments may impose regulations
in addition to, inconsistent with, or stricter than federal regulations. The adoption of
such laws or regulations, and uncertainties associated with their validity,
interpretation, applicability and enforcement, may affect the available distribution
channels for and costs associated with our products and services, and may affect the
growth of the Internet. Such laws or regulations may harm our business.

-9-

We
do not know for certain how existing laws governing issues such as property ownership,
copyright and other intellectual property issues, taxation, gambling, security, illegal or
obscene content, retransmission of media, and personal privacy and data protection apply
to the Internet. The vast majority of such laws were adopted before the advent of the
Internet and related technologies and do not address the unique issues associated with the
Internet and related technologies. Most of the laws that relate to the Internet have not
yet been interpreted. In addition to potential legislation from local, state and federal
governments, our business may be directly or indirectly affected by agreements and other
laws and regulations that impose fees, royalties or unanticipated payments regarding the
distribution of media over the Internet.

While we and our customers may be
directly affected by such agreements, we are not a party to such agreements and have
little ability to influence the degree such agreements favor or disfavor Internet
distribution or our business models. Changes to or the interpretation of these laws and
the entry into such industry agreements could:

| |  | limit
the growth of the Internet;
| | - | ---------------------------------

| |  | create
uncertainty or impose costs in the marketplace that could reduce demand for our products
and services;
| | - | -------------------------------------------------------------------------------------------------------------

| |  | increase
our cost of doing business;
| | - | ------------------------------------

| |  | expose
us to increased litigation risk, substantial defense costs and significant liabilities associated with content available on
our Web sites or distributed or accessed through our products or services, with our
provision of products and services, and with the features or performance of our products
and Web sites;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | lead
to increased product development costs or otherwise harm our business; and/or
| | - | ----------------------------------------------------------------------------------

| |  | decrease
the rate of growth of our user base and limit our ability to effectively communicate with
and market to our user base.
| | - | -------------------------------------------------------------------------------------------------------------------------------

There
are a large number of legislative proposals before the United States Congress and various
state legislatures regarding intellectual property, privacy, email marketing and security
issues related to our business. It is not possible to predict whether or when such
legislation may be adopted, and certain proposals, if adopted, could materially and
adversely affect our business through a decrease in revenue.

WE DO NOT PLAN TO PAY
CASH DIVIDENDS ON OUR STOCK

Since
our inception, we have not paid and do not intend to pay any cash dividends on our common
stock in the foreseeable future. As a result, an investor in the common stock would only
receive a return on the investment if the market price of the common stock increases.

IMPACT OF INFLATION

We
believe that inflation will not have a material impact on our future operating results.

-10-

ITEM 7. Financial
Statements

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
and StockholdersInformation Architects Corporation and SubsidiariesFt.
Lauderdale,
Florida

We have audited the consolidated
balance sheet of Information Architects Corporation and subsidiaries (the
Company) as of December 31, 2003, and the related consolidated statements of
operations, shareholders equity, and cash flows for the year 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.
The financial statements as of December 31, 2002 and for the year then ended were audited
by other auditors whose report dated April 25, 2003 on those statements included an
explanatory paragraph describing conditions that raised substantial doubt about the
Companys ability to continue as a going concern.

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

In our opinion, the 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, 2003 and the results of operations and its cash flows for the year 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.



| |  | Jaspers + Hall, PCBY: /s/Jaspers + Hall, PC
Jaspers + Hall, PCMarch 3, 2005 Denver, Colorado
| |  | ----------------------------------------------------------------------------------------------------------

F-1

Independent Auditors Consent

The firm of Salberg & Company,
P.A. of Boca Raton, FL who performed the audit of 2002 has refused to provide IA an
Independent Auditors Report letter allowing the inclusion of the 2002 audit numbers
solely for the reason of a payable dispute with IA. The 2002 10-K filed with the SEC is
valid and reader shall refer to those 2002 Financials which are accurate.

F-2

# INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESCONSOLIDATED
BALANCE SHEET AS OF DECEMBER 31, 2003

|                                                           | 2003 | 2002
|---------------------------------------------------------- | ---- | ----
|ASSETS                                                     |      |     
|CURRENT                                                    |      |     
|                                                           |      |     
|Accounts receivable                                        |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Total Current Assets                                       |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|FIXED - AT COST                                            |      |     
|Perceptre software                                         |      |     
|Office equipment                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Total fixed assets                                         |      |     
|Less: Accumulated depreciation and amortization            |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Net Fixed Assets                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Total Assets                                               |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|LIABILITIES AND SHAREHOLDERS' EQUITY                       |      |     
|LIABILITIES                                                |      |     
|CURRENT                                                    |      |     
|Bank indebtedness                                          |      |     
|Accounts payable and accrued charges                       |      |     
|Unearned revenue                                           |      |     
|Due to affiliated entity                                   |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Total Current Liabilities                                  |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Total Liabilities                                          |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|SHAREHOLDERS' EQUITY                                       |      |     
|Preferred stock, authorized - 1,000,000, par value         |      |     
|$.001,                                                     |      |     
|- issued and outstanding - 75,500(2002 - 75,500)           |      |     
|Preferred stock, Series B, authorized - 500,000, par       |      |     
|value $.001,                                               |      |     
|- issued and outstanding - 230,350(2002 - 0)               |      |     
|Common stock, authorized - 500,000,000, par value $.001    |      |     
|                                                           |      |     
|- issued and outstanding - 33,656,089(2002 - 4,082,095     |      |     
|Common stock issuable - 10,950,000 shares(2002 - 5,000,000 |      |     
|Additional paid in capital                                 |      |     
|Accumulated Deficit                                        |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Total Shareholders' Equity                                 |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|                                                           |      |     
|Total Liabilities and Shareholders' Equity                 |      |     
|                                                           |      |     

F-3

# INFORMATION ARCHITECTS CORPORATION
AND SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2003

|                                             | 2003 | 2002
|-------------------------------------------- | ---- | ----
|REVENUE                                      |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|OPERATING EXPENSES                           |      |     
|Cost of sales                                |      |     
|Sales and marketing                          |      |     
|Research and development                     |      |     
|General and administrative                   |      |     
|Depreciation and amortization                |      |     
|                                             |      |     
|                                             |      |     
|Total Operating Expenses                     |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|LOSS FROM OPERATIONS                         |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|OTHER ITEMS                                  |      |     
|Interest income                              |      |     
|Interest expense                             |      |     
|                                             |      |     
|Settlement gain                              |      |     
|Loss on disposal of assets                   |      |     
|Other                                        |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|Total Other Items                            |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|NET LOSS                                     |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|Weighted average common shares outstanding - |      |     
|Basic and fully diluted                      |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|                                             |      |     
|Net loss per share - Basic and fully diluted |      |     
|                                             |      |     
|                                             |      |     

F-4

# INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESCONSOLIDATED
STATEMENT OF CASH FLOWSFOR THE YEAR ENDED
DECEMBER 31, 2003

|                                                | 2003 | 2002
|----------------------------------------------- | ---- | ----
|Cash Flows From Operating Activities:           |      |     
|                                                |      |     
|Net loss                                        |      |     
|Adjustments to reconcile net loss to net        |      |     
|cash used in operating activities:              |      |     
|Depreciation and amortization                   |      |     
|Stock issued for services                       |      |     
|Settlement gain                                 |      |     
|Loss on disposal of assets                      |      |     
|Other comprehensive loss                        |      |     
|Changes in assets and liabilities:              |      |     
|Increase in accounts receivable                 |      |     
|Increase in prepaid expenses                    |      |     
|Decrease in other assets                        |      |     
|Increase in accounts payable                    |      |     
|Decrease in unearned revenue                    |      |     
|Increase in loans payable                       |      |     
|                                                |      |     
|                                                |      |     
|Net Cash Used in Operating Activities           |      |     
|                                                |      |     
|                                                |      |     
|Cash Flows From Financing Activities            |      |     
|Proceeds from issuance of stock for             |      |     
|acquisitions                                    |      |     
|Proceeds from sale of stock - net               |      |     
|Maturity of short term investment               |      |     
|Loan to officer                                 |      |     
|                                                |      |     
|Net Cash Provided By Financing Activities       |      |     
|                                                |      |     
|                                                |      |     
|CASH FLOW FROM INVESTING ACTIVITES              |      |     
|Maturity of short term investment               |      |     
|Purchase of fixed assets - net                  |      |     
|Proceeds from sale of fixed assets              |      |     
|                                                |      |     
|                                                |      |     
|Net Cash Used In  Investing Activities          |      |     
|                                                |      |     
|                                                |      |     
|Net change in cash                              |      |     
|Cash and Cash Equivalents - Beginning of Year   |      |     
|                                                |      |     
|Cash and Cash Equivalents  (Bank indebtedness)- |      |     
|End of Year                                     |      |     
|                                                |      |     
|Supplemental disclosure of cash flow            |      |     
|information:                                    |      |     
|                                                |      |     
|Interest paid during the year                   |      |     
|                                                |      |     
|                                                |      |     
|Taxes paid during the year                      |      |     
|                                                |      |     

F-5

# INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF SHAREHOLDER EQUITYFROM
DECEMBER
31, 2001 TO DECEMBER 31, 2003

|                                | Preferred Stock | Series B
Preferred
Stock | Common Stock | Common Stock
Issuable | Additional
Paid In |   | Other
Comprehensive |   |  |         |  |  
|------------------------------- | --------------- | ------------------------ | ------------ | --------------------- | ------------------ | - | ------------------- | - |  | ------- |  | -
|
|Balance - December 31, 2001     |                 |                          |              |                       |                    |   |                     |   |  |         |  |  
|                                |                 |                          |              | 95,500                |                    |   | 96                  |   |  | --      |  |  
|Comprehensive loss:             |                 |                         
|Translation adjustment          |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Net loss - Dec 31, 2002         |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Shares issued under             |                 |                         
|employee stock plan             |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Issuance of stock for           |                 |                         
|Services                        |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Common stock warrants           |                 |                         
|granted to non-employees        |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Preferred shares                |                 |                         
|converted to common             |                 |                          |              | (20,000               | )                  |   | (20                 | ) |  | --      |  |  
|Issuance of common              |                 |                         
|shares for cash, net            |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Conversion of debt to           |                 |                         
|Equity                          |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|                                |                 |                          |              |                       |                    |   |                     |   |  |         |  |  
|                                |                 |                          |              |                       |                    |   |                     |   |  |         |  |  
|Balance - December 31, 2002     |                 |                          |              | 75,500                |                    |   | 76                  |   |  | --      |  |  
|Net loss - Dec 31, 2003         |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Issuance of common              |                 |                         
|shares for cash, net            |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Issuance of issuable shares     |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Issuance of common shares       |                 |                         
|for services                    |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Company Takeback of             |                 |                         
|Fractional Shares due to        |                 |                         
|Reverse Split                   |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Issuance of common              |                 |                         
|shares on ARS acquisition       |                 |                          |              | --                    |                    |   | --                  |   |  | --      |  |  
|Issuance of Series B Preference |                 |                         
|shares on acquisition of:       |                 |                         
|DayStar                         |                 |                          |              | --                    |                    |   | --                  |   |  | 15,000  |  |  
|Perceptre software              |                 |                          |              | --                    |                    |   | --                  |   |  | 215,350 |  |  
|                                |                 |                          |              |                       |                    |   |                     |   |  |         |  |  
|                                |                 |                          |              |                       |                    |   |                     |   |  |         |  |  
|                                |                 |                          |              |                       |                    |   |                     |   |  |         |  |  
|Balance - December 31, 2003     |                 |                          |              | 75,500                |                    | $ | 76                  |   |  | 230,350 |  | $
|                                |                 |                          |              |                       |                    |   |                     |   |  |         |  |  
|                                |                 |                          |              |                       |                    |   |                     |   |  |         |  |  

F-6

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER 31, 2003

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.

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 is valued at $215,350 in the accompanying financial statements.

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

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

F-7

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          (continued)

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.

The Company acquired 100% of the
stock of Accurate Research Solutions, Inc. (ARS) for 285,715 common shares,
valued at $9,250 in the accompanying 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.

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, background investigation software ordering system.

Going Concern

The Companys financial
statements for the year ended December 31, 2003 have been prepared on a going concern
basis which contemplated the realization of

F-8

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          (continued)

assets and the settlement of
liabilities in the normal course of business. The Company through its acquisitions has
been operating since June 2003 and has incurred losses of $5,448,090 in the year ended
December 31, 2003 and HAS accumulated losses of $75,745,715 to December 31, 2003. 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. and Daystar Telecom, Inc.. 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 reported in the
consolidated financial statements and accompanying notes. Actual results may differ from
these estimates. Significant estimates made for the year ended December 31, 2003 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.

F-9

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          (continued)

Property and Equipment

Property and equipment are stated at cost
less accumulated depreciation.

For the year ended December 31, 2003,
computers and office equipment are being depreciated over 5 years using the straight-line
method. Software purchased from Perceptre is being amortized on a straight-line basis over
15 years which is the estimated useful life of this software. Management will analyze the
basis of depreciating this software on an annual basis to determine if the software value
is impaired beyond the annual depreciation rate and will adjust the annual rate
accordingly in conjunction with recent accounting pronouncements.

Depreciation and amortization were
previously computed for financial reporting purposes using the straight-line method over
the estimated useful lives of the related assets. Estimated useful lives for computer
equipment, third party software, and internally developed technology were three years.
Equipment and furniture had a seven year estimated life. Amortization of leasehold
improvements was previously computed using the straight-line method over the estimated
useful lives of the related assets or the remaining term of the lease, whichever was
shorter. Maintenance and repairs of property and equipment were previously charged to
operations; major improvements were capitalized. Upon retirement, sale or other
disposition of property and equipment, the cost and accumulated depreciation are
eliminated from the accounts and gain or loss was included in operations.

For the year ended December 31, 2003
depreciation and amortization expense amounted to $17,258. All previous software
development costs capitalized and abandoned equipment and furniture that were not salable
were written off during 2002 due to impairment.

Revenue Recognition

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

F-10

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          (continued)

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 ending December 31, 2003, 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, 2003 there were options and warrants outstanding to purchase 9,765,234 common shares
which may dilute future earnings per share.

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.

F-11

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          (continued)

Fair Value Of Financial
Instruments (continued)

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.

Recent Accounting
Pronouncements Issued, Not Adopted

On April 30, 2003 the FASB issued
Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. The Statement amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other contracts, and for
hedging activities under Statement 133. The amendments set forth in Statement 149 improve
financial reporting by requiring that contracts with comparable characteristics be
accounted for similarly. In particular, this Statement clarifies under what circumstances
a contract with an initial net investment meets the characteristic of a derivative as
discussed in Statement 133. In addition, it clarifies when a derivative contains a
financing component that warrants special reporting in the statement of cash flows. This
Statement is effective for contracts entered into or modified after June 30, 2003. The
adoption of SFAS No.149 is not expected to have a material impact on the Companys
financial position and results of operations.

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
(SFAS No.150). The provisions of SFAS No.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
mandatorily 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 No.
46R to variable interests in variable interest entities (VIEs) created after
December 31, 2003. For variable interests in VIEs created before January 1,2004, the
Interpretation is applied beginning on 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 noncontrolling 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 amounts is not practicable, fair value at
the date FIN No. 46R first applies may be used to measure the
assets, liabilities and noncontrolling interest of the VIE. The Company does not have any
interest in any VIE.

F-12

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          (continued)

Recent Accounting
Pronouncements (Continued)

In December 2004, the FASB issued
SFAS No. 123(R) (revised 2004), Share-Eased Payment, which amends FASB
Statement No.123 and will be effective for public companies for interim or annual periods
beginning after June 15,2005. The new standard 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
prospective transition method or the modified retrospective transition method. The Company
is evaluating how it will adopt the standard and evaluating the effect that the adoption
of SFAS 123(R) will have on our 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. This
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 overheads to the costs of conversion be based on the normal capacity of the
production facilities. The provisions of SFAS 151 shall be applied 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 was issued. The adoption of SFAS No.151 is not
expected to have a material impact on the Companys financial position and results of
operations.

In December 2004, the FASB issued
SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No.29.The guidance in APE Opinion No.29, Accounting for Nonmonetary Transactions, is
based on the principle that exchanges of nonmonetary assets should be measured based on
the fair value of assets exchanged. The guidance in that Opinion, however, included
certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets that do not have
commercial substance. A nonmonetary exchange 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 nonmonetary exchanges occurring in fiscal periods beginning after
June 15, 2005. The adoption of SFAS No.153 is not expected to have a material impact on
the Companys financial position and results of operations.

F-13

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 2  COMMITMENTS AND
CONTINGENCIES:

Legal Matters

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.

Accrued expenses at December 31, 2003
include $1,236,934 due to two law firms which were recorded in 2002 and are in dispute.
The expenses relate to legal work on the GEM Technologies case, which case was settled in
2002.

NOTE 3 
SHAREHOLDERS EQUITY (DEFICIT)

Convertible Preferred
Stock

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.

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.

F-14

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 3 
SHAREHOLDERS EQUITY (DEFICIT) (continued)

Series B Preferred Stock
(Continued)

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.

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.

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

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.

F-15

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 3 
SHAREHOLDERS EQUITY (DEFICIT) (continued)

Common Stock(continued)

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.

Stock Options and Warrants

Stock Option Plan

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, 2003 and changes during the year is presented below:

|                                |  | Weighted Average
Exercise
|------------------------------- |  | -------------------------
|Outstanding December 31, 2002   |  |                          
|Canceled and expired            |  |                          
|Granted                         |  |                          
|                                |  |                          
|Outstanding - December 31, 2003 |  |                          
|                                |  |                          

F-16

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 3 - SHAREHOLDERS'
EQUITY (DEFICIT) (continued)

Common Stock(continued)

The following table
summarizes information about options outstanding at December 31, 2003:

|  | Outstanding and Exercisable Options |     | 
|- | ----------------------------------- | --- | 
|
|$ | 86                                  | .25 | 
|$ |                                     | .97 | 

Common Stock Warrants

A summary of warrants
 issued to employees and  non-employees  and changes during 2003 is presented  below
(there were no warrants issued in 2003):

|                              | Number of Shares | Weighted Average
Exercise Price
|----------------------------- | ---------------- | -------------------------------
|Outstanding December 31, 2002 |                  |                                
|Granted                       |                  |                                
|Exercised                     |                  |                                
|Canceled and expired          |                  |                                
|                              |                  |                                
|Outstanding December 31, 2003 |                  |                                
|                              |                  |                                
|                              |                  |                                

The following table summarizes
information about warrants outstanding at December 31, 2003:

F-17

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 3 
SHAREHOLDERS EQUITY (DEFICIT) (continued)

Common Stock(continued)

|Outstanding and Exercisable Warrants |         |      |      
|------------------------------------ | ------- | ---- | -----
|
|$                0.60                | 583,333 | 3.62 | $0.60
|1.23                                 | 33,333  | 3.56 | 1.23 
|1.14                                 | 14,000  | 3.52 | 1.14 
|2.73                                 | 50,000  | 3.38 | 2.73 
|2.73                                 | 23,333  | 3.15 | 2.73 
|19.95                                | 4,667   | 2.62 | 19.95
|29.31                                | 45,239  | 1.44 | 29.31
|24.45-67.50                          | 3,696   | 0.92 | 38.28
|15.90                                | 2,500   | 0.82 | 15.90
|30.00                                | 1,000   | 0.43 | 30.00
|32.40                                | 2,000   | 0.18 | 32.40
|                                     |         |      |      
|                                     | 763,101 |      | $2.74
|                                     |         |      |      
|                                     |         |      |      

Preferred Stock Warrants

As of December 31, 2003, the Company
had 16,572 preferred stock warrants outstanding. These warrants allow the holder to
purchase preferred stock from the Company at $70 per share. The warrants expire in 2005.

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 2003 employees
purchased 0 shares.

F-18

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 3 
SHAREHOLDERS EQUITY (DEFICIT) (continued)

Common Stock(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, 2003 is as follows:

|                   | Year Ended December 31,
2003
|------------------ | ----------------------------
|Net operating loss |                             
|carryforward       |                             
|Valuation          |                             
|allowance          |                             
|                   |                             
|Net deferred tax   |                             
|assets             |                             
|                   |                             
|                   |                             

As of December 31, 2003, the Company
had net operating loss carry forwards (NOLs) of approximately $66,000,000
available through December 31, 2023 to offset future taxable income. However, under
Section 382 of the Internal Revenue Code, a greater than 50 percent change in ownership,
as defined, restricts the annual utilization of available NOLs to a prescribed amount.
Accordingly, future utilization of the NOLs may be limited.

NOTE 5  OFFICE
SPACE LEASE

The Company occupies its office space
in Lutz, Florida under the terms of a three-year lease dated January 31, 2002 which
commenced February 1, 2002. Future minimum lease payments are $20,806 in 2004 and $1,741
in 2005.

F-19

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 6  RELATED
PARTY TRANSACTIONS

In 2003, 5,000,000 shares of issuable
common shares were issued to Lewco Corporation. A key officer of Lewco Corporation is an
immediate family member of a consultant affiliated with the Company.

The Company has entered into a
consulting agreement and a management agreement with Greentech USA Inc. As a result of
Greentechs acquisition of Perceptre, LLC, Greentech owns the Series B preferred
shares which were issued to purchase the perceptre software, these shares are convertible
into 21,535,000 common shares of IA. The consulting agreement dated October 29, 2003
covers fees associated with graphics, printing, internet services, product marketing,
advertising, corporate filings and legal fees as well as other specific duties and was for
a three-month term, which was renewed for an additional three-month term. The Company was
obligated to pay $350,000 in free trading stock the precise number of shares to be
calculated according to a formula in the contract (the shares were issuable at December
31, 2003). The management agreement dated November 19, 2003 engaged Greentech to assist
the Company in its day-to-day operations including but not limited to bookkeeping
services, coordination with external auditors, senior management services, management of
all IT functions, and supervision of sales, marketing, and public relations. The Company
is obligated to pay $35,000 per month for these services and was for an initial
three-month term and renews monthly unless terminated by either party with 30 days notice.
In addition, Greentech advanced $8,500 during 2003 which
is shown as amount due affiliate.

NOTE 7  SUBSEQUENT
EVENTS

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.

F-20

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 7  SUBSEQUENT
EVENTS(continued)

Acquisition of ICABS.COM,
Inc.

In continuing on its strategy of
acquisitions that are complimentary to its services, the Company has 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. The company continues to focus on
payroll, commission and expense programs (PCE) both in the United States and
internationally.

ICABS has secured a number of
marketing agreements (several on an exclusive basis) with card issuing institutions.

The PCE model ties in closely with
the Companys core business of security screening for employees. The companies are
seen as being mutually complimentary. With the new levels of compliance required under the
terms of the recently enacted Patriot Act laws, companies that work to the highest
standards help end user clients conform to the requirements of know your end
user.

Acquisition of
International Monetary Exchange Systems Corporation (IMES)

Continuing on its strategy of
acquisitions that are complimentary to its services, Information Architects entered into
an Acquisition Agreement on March 9, 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. 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.

IMES has also developed its own
backed end customer service and cardholder services module both on-line and off. The IMES
system integrates seamlessly with the processor to provide a complete set of backend
fulfillment, operations, cardholder services, distributor services, treasury and
settlement process reconciliation and overall portfolio management systems to manage its
card base. The products IMES offers handle the complete integration for stored value
programs, from card ordering and transaction processing, to front-end website design and
customer service.

F-21

INFORMATION ARCHITECTS
CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003

NOTE 7  SUBSEQUENT
EVENTS(continued)

Acquisition of Assets and Liabilities
of FFS Transaction, LLC

In 2004, the Company formed a Nevada
corporation, Information Processing Corporation, to acquire the assets along with the
related liabilities of FFS Transaction, LLC. This company owns certain licenses which
allows it to process credit card transactions. The acquisition of this entity further
complements its recent acquisitions and defines the direction in which the Company is
heading.

Legal Proceedings

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.

F-22

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

Our
former auditors, Salsberg & Company P.A., was 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.

IA previously received notice from
its former independent auditors  Russell & Atkins, PLC, that reflects that it is
their position that their audit of IAs financial statements for the year ended
December 31, 2003 was not completed by their firm and as a result, IA had no consent to
file an audit report or related financial statements as audited financial statements, as a
part of IAs Form 10-KSB and Forms 10-KSB/A for the year ended December 31, 2003.

By letter dated October 19, 2004, IA
received written notice from Russell & Atkins, PLC, independent auditors, advising IA
that their firm did not complete an audit of our financial statements for the year ended
December 31, 2003, nor did that firm consent to the inclusion of an audit report or any
related financial statements with any reports filed with the Commission as required by the
Securities Exchange Act of 1934. The notice given to IA by Russell & Atkins, PLC
discloses that they were never engaged to perform an audit, which is inconsistent with
IAs understanding.

As a result of the receipt of the
above-referenced notice, the board of directors of IA has re-engaged the services of
Jaspers & Hall, PC to conduct an audit of our financial statements for the period
ended December 31, 2003 and the board has determined that until Jasper and Hall, PC
completes the audit of our financial statements for that period and consents to the filing
of their audit report for that period and a Form 10-KSB/A is filed with the Commission
that includes a validly issued auditors report with accompanying audited financial
statements, that the financial statements of IA for the period ended December 31, 2003
should not be relied upon.

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 said 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

Within
the 90 days prior to the filing of this report, 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.

-11-

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:

|Name                | Age | Position     | Since        
|------------------- | --- | ------------ | -------------
|Michael Weinstein   | 53  | CEO/Director | December 2002
|                   
|                    |     |              |              
|William Overhulser  |     | COO          |              
|                    | 35  |              |              
|                    |     | Secretary    | December 2003
|                   
|Robert J. Desiderio | 63  | Director     | December 2002
|                    |     |              |              

During
the current fiscal year, our Chief Executive Officer was Michael L. Weinstein, who was
associated with the acquisition of Perceptre Software, LLC. On March 10, 2004, Mr.
Weinstein and another of our directors at the time, Robert J. Desiderio, agreed to make
their resignations as officers and directors effective on the date that we initially filed
our Form 10-KSB for the year ended December 31, 2003, which occurred on April 16, 2004.

This
Form 10-KSB/A discloses the names of our officers and directors at the end of fiscal year
2003, but this amendment to our Form 10-KSB for the year ended December 31, 2003 is signed
and certified by our current Interim Chief Executive Officer and Interim Chief Financial
Officer, William Overhulser. To the extent that this amendment to our initial Form 10-KSB
modifies the names and titles of the persons signing this report, this amendment
supercedes prior amendments to our Forms 10-KSB/A.

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.

LATE FILINGS ON
BENEFICIAL OWNERSHIP REPORTS

As of December 31, 2003 the following
persons filed late beneficial ownership reports required by Section 16(a) of the
Securities Exchanged Act of 1934:

William P. Overhulser, Chief
Operating Office, filed a late report on Form 5 and Form 3. Greentech USA Inc., 10% or greater
beneficial owner, filed a late report on Form 5. William Craig, 10% or greater beneficial
owner, intends to file a Form 5 late and all other beneficial ownership reports are to be filed late.

|Names of
Percent
Beneficial Owner (1) | Amount and Nature of Beneficial Ownership
of Common Shares as of 12/31/03 of Class
|------------------------------------- | ----------------------------------------------------------------------------------
|Greentech USA, Inc.                   | 26,350,000 *                                                                      
|39%                                  
|William Overhulser                    | 407,768 Common **                                                                 
|0.0062%                              
|William Craig                         | 5,992,111 ***                                                                     
|8.9%                                 
|Totals (3)                            | 32,749,879                                                                        

* Greentech Common Shares are based
on owning 215,350 Preferred Class B which is convertible into 100 shares of fully paid and
non-assessable shares of common stock.

**351,518 shares, covered in the
above table, remained in the name of Mr. Overhulser in the Companys stock transfer
agent, in error.

*** 5,000,000 shares, covered in the
above table, are issued to a relative of Mr. Craig which is an office of Lewco. 992,111
shares are issued to Security Xchange of which Mr. Craig is a Director

Michael
L. Weinstein had been Chairman and CEO since December 2002. From 2000 to December 2002, he
was managing director of FOCUS Investments, a business acquisition company. From 1997 to
2000, he was COO of Ben Ezra, Weinstein Co, a software development company.

During
the current fiscal year, our Chief Executive Officer was Michael L. Weinstein, who was
associated with the acquisition of Perceptre Software, LLC. On March 10, 2004, Mr.
Weinstein and another of our directors at the time, Robert J. Desiderio, agreed to make
their resignations as officers and directors effective on the date that we initially filed
our Form 10-KSB for the year ended December 31, 2003, which occurred on April 16, 2004.

This
Form 10-KSB/A discloses the names of our officers and directors at the end of fiscal year
2003, but this amendment to our Form 10-KSB for the year ended December 31, 2003 is signed
and certified by our current Interim Chief Executive Officer and Interim Chief Financial
Officer, William Overhulser. To the extent that this amendment to our initial Form 10-KSB
modifies the names and titles of the persons signing this report, this amendment
supercedes prior amendments to our Forms 10-KSB/A.

William
Overhulser entered into active duty with the US Air Force in 1986. He achieved Honor
Graduate status, attended NCO training courses, and received several medals including Good
Conduct, and Small Arms Expert Marksmanship. While in the Air Force, he completed several
college courses under Air Force Continuing education program. After being honorably
discharged in the early 90s William held several positions in the Cellular Telephone
industry related to sales and marketing. In the late 90s William was a key player in
developing on-line systems using cognitive and psychometric assessments for hiring
applicants as well as background checks, this corporation was subsequently sold, William
then developed the Perceptre system which is Information Architectsflagship product

Robert
J. Desiderio is a professor emeritus at the University of New Mexico School of Law and a
member of the law firm of Sanchez, Mowrer & Desiderio, P.C. Desiderio served as Dean
of the law school from 1979  1985 and again from 1997  2002. In addition to
his teaching career, Desiderio has been involved in a myriad of professional and civic
activities. Presently, he is chair of the New Mexico Public School Capital Outlay
Taskforce and the New Mexico Educational Trust Board. He also served as chair of the New
Mexico Professional Tax Study Committee; was a member of the New Mexico Health Care Task
Force and the New Mexico Ethics Task Force; and was reporter for the New Mexico
Workers Compensation Task Force. Desiderio graduated Summa Cum Laude, from St.
Josephs University in Philadelphia, PA and from Boston College Law School. He is a
member of the New Mexico State Bar and the District of Columbia Bar. Mr. Desiderio
resigned in April 2004.

-12-

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 year ended December 31, 2003 as they were not officers in 2002.

|                   |  | SUMMARY COMPENSATION TABLE
Long Term Compensation |      | 
|------------------ |  | ------------------------------------------------- | ---- | 
|
|
|
|Michael Weinstein  |  |                                                   | 2003 | 
|Chief Executive    |  |                                                  
|Officer            |  |                                                  
|                   |  |                                                   |      | 
|WILLIAM OVERHULSER |  |                                                   | 2003 | 
|                   |  |                                                   |      | 
|Chief Operating    |  |                                                  
|Officer            |  |                                                  
|LEON SHKLAR        |  |                                                   | 2002 | 
|THOMAS J. DUDCHIK  |  |                                                   | 2002 | 

OPTION/SAR GRANTS IN
PRIOR FISCAL YEARS

|Individual Grants |  |  | 
|----------------- |  |  | 
|
|
|Robert F. Gruder  |  |  | 
|J. Wayne Thomas   |  |  | 
|Thomas J. Dudchik |  |  | 

|                  |  | Potential Realizable Value

At Assumed Annual Rates

of Stock Price Appreciation

for Option Term |        
|----------------- |  | ------------------------------------------------------------------------------------------------- | -------
|
|
|Robert F. Gruder  |  |                                                                                                   | 8/14/11
|J. Wayne Thomas   |  |                                                                                                   | 8/14/11
|Thomas J. Dudchik |  |                                                                                                   | 8/14/11

(1)    
          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.

-13-

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, 2004 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 Percent
Beneficial Owner (1) | Amount and Nature of Beneficial Ownership
of Common Shares as of 12/31/03 of Class
|------------------------------------- | ----------------------------------------------------------------------------------
|William Overhulser                    |                                                                                   
|0.0062%                               |                                                                                   
|Greentech USA, Inc.                   |                                                                                   
|39%                                   |                                                                                   
|TOTALS( 2 )                           |                                                                                   
|                                      |                                                                                   

* Greentech Common Shares
are based on owning 215,350 Preferred Class B which is convertible into 100 shares of
fully paid and non-assessable shares of common stock.

**351,518 shares, covered
in the above table, remained in the name of Mr. Overhulser in the Company's stock
 transfer agent, in error.

ITEM 12.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

In
2001, a loan in the amount of $9,944 issued to an  officer  was repaid full in 2002.

During
the second  quarter of 2002,  a loan in the amount of  $110,000  was issued to an officer
and principal  shareholder  of the Company,  and a $10,000 loan was  issued to an
 officer.  The loans  were  repaid in full with  interest during the third quarter of
2002.

In
April 2003, 5,000,000 shares of common stock which were issuable in 2002 were issued to
Lewco  Corporation. The key officer of Lewco  Corporation  is an immediate family member
of a consultant affiliated with the Company.

On
December 20, 2002, Mr. Gruder related entities entered into an agreement (the "Assignment
 Agreement")  with the lessor.  In return for the CEO assigning his membership interest
in LLC lessor to the other LLC members, we were released from all our current and future
 obligations  under the operating lease.  During the second  quarter,  we had accrued all
remaining  lease payments due under the operating lease and recorded additional rent
expense of $3,750,000.  On December 20, 2002, in connection with Assignment  Agreement,
 we reversed all liabilities related to the lease and recorded settlement income of
$3,080,040.

ITEM 13.  EXHIBITS AND
REPORTS ON FORM 8-K

(a)(1) The following
consolidated financial statements of Information Architects Corporation are included in
Item 8:

| | Consolidated
Balance Sheets at December 31, 2003 and 2002 
Consolidated
Statements of Operations for the years ended December 31, 2003, and 2002
       Consolidated Statements of Cash Flows for the years ended December 31,2003, and
2002        Consolidated Statements of Changes in Shareholders' Equity for the years
ended  December 31, 2003, and 2002        Notes to Consolidated Financial Statements for
the year ended December 31, 2003.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-14-

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, 2003
and December 31, 2002 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.

| | (i) | Audit
Fees
| | --- | ----------

|                             | 2002 | 2003
|---------------------------- | ---- | ----
|HOLTZ RUBENSTEIN & CO., LLP  |      |     
|SALBERG & COMPANY, P.A       |      |     
|HUNTER, ATKINS & RUSSEL, PLC |      |     

| | (ii) | Audit
Related Fees
| | ---- | ------------------

| | None
| | ----

| | (iii) | Tax
Fees
| | ----- | --------

| | None
| | ----

| | (iv) | All
Other Fees
| | ---- | --------------

| | None
| | ----

TOTAL FEES

|                             | 2002 | 2003
|---------------------------- | ---- | ----
|HOLTZ RUBENSTEIN & CO., LLP  |      |     
|SALBERG & COMPANY, P.A       |      |     
|HUNTER, ATKINS & RUSSEL, PLC |      |     

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 2003 or
2002.

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.

-15-

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.

(1)(2) List of Exhibits

| | 23.1 | Consent
of independent auditors
| | ---- | -------------------------------

| | 31 & 32 | Sarbanes-Oxley Certification
| | ------- | ----------------------------

(b)    
          Reports on Form 8-K

April 15, 2003 ITEM 4 CHANGES IN
REGISTRANTS CERTIFYING ACCOUNTANT Engaged Salberg & Company, P.A. as of March
13, 2003 as its principal accountant to replace its former principal accountant, Holtz
Rubenstein and Co, LLP.

May 2, 2003 ITEM 5.  OTHER EVENTS
Form 8-K dated December 16, 2002 is amended

June 16, 2003 ITEM 1.  CHANGES IN
CONTROL OF REGISTRANT

See Item 2

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS. Asset Acquisition Agreement whereby IARC acquired all assets of Perceptre LLC

August 21, 2003 ITEM 4. CHANGES IN
REGISTRANTS CERTIFYING ACCOUNTANT terminate the services of Salberg & Company,
P.A. (SALBERG) as the Companys auditors, and to engage Hunter, Atkins
and Russell

September 22, 2003 ITEM 5.  OTHER
EVENTS VALUATION OF PERCEPTRE

EXHIBITS

Exhibit 16.

Letter from Holtz
Rubenstein & Co., LLP

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.

|DATED: April 14, 2005 |  | BY: /S/ William Overhulser
William OverhulserInterim Chief Executive OfficerBY: /S/ William Overhulser
William OverhulserInterim Chief Financial OfficerBY: /S/ William Overhulser
William OverhulserInterim Principal Financial Officer
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

|DATED: April 14, 2005 |  | BY: /S/ William Overhulser
William OverhulserWilliam Overhulser Interim CEO DirectorBY: /S/ William Overhulser
William OverhulserInterim Chief Executive OfficerBY: /S/ William Overhulser
William OverhulserInterim Chief Financial OfficerBY: /S/ William Overhulser
William OverhulserInterim Principal Financial Officer
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------