UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A


         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   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  (I.R.S. EMPLOYER IDENTIFICATION NO.)
of incorporation or organization

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

  Issuer's telephone number    954-545-8181


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 is 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 [ ]

State issuer's revenues for its most recent fiscal year $208,225.

     The  aggregate  market  value of the voting and  non-voting  equity held by
non-affiliates  at which  common  equity was sold as of December  31, 2003 was $
14,233,960.


     The number of shares of common equity  outstanding  as at December 31, 2003
is 33,656,089

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      N/A

Transitional Small Business Disclosure Format Yes     No   X
                                                  ----   -----
                                       1
<PAGE>


                                     PART I

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.

<PAGE>


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 assets and  Perceptre,  LLC as outlined
below and commenced providing services using the Perceptre software.

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

     Each share of Series B Preferred shall be converted  automatically into 100
shares of fully paid and  nonassessable  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.

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."

<PAGE>

     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.

COMPETITION

     The market for Internet  information  solutions is rapidly  emerging and is
characterized  by  intense  competition.  We  expect  existing  competition  and
competition from new market entrants to increase  dramatically.  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.  Potential
customers may seek to develop in-house  solutions,  making it more difficult for
us to sell and or license our Perceptre software products to them.


Employees

As of December 31, 2003 we had one employee, our CEO.

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.

     We do not intend to renovate,  improve, or develop  properties.  We are not
subject to competitive conditions for property and currently have no property in
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

     At present the Company is not subject to any legal proceedings.

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

     On January 25, 2002, our  shareholders  approved the following.  (All share
and per share data  reflected  below in item 4 do not reflect  the  one-for-five
reverse  split of the  common  stock and  equivalents  nor does it  reflect  the
one-for-three reverse split of the common stock and equivalents that occurred in
April 2003, except as indicated):

     1.  Approval  to  amend  the  Certificate  of  Incorporation   affecting  a
one-for-five reverse split of the common stock and equivalents.

          For                 Against           Abstained
      -------------        -------------      -------------
        26,476,630            3,225,599            210,384

     2.  Approval  of  the  sale  of  securities   of   Information   Architects
constituting  up to 40 percent of the  outstanding  common stock or  convertible
into as much as 40 percent of our outstanding common stock.

          For                 Against           Abstained
      -------------        -------------      -------------
        11,378,169            4,148,893            215,246

     3. Approval of 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 proposed reverse split.

          For                 Against           Abstained
      -------------        -------------      -------------
        10,119,973            5,405,957            216,377

     4. Approval of 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 proposed reverse split.

          For                 Against           Abstained
      -------------        -------------      -------------
        11,703,205            3,777,976            260,326

     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:

<PAGE>


     1. Agreement made as of the 12th day of December between  Percepter LLC., a
New Mexican  limited  liability  corporation  and the  Corporation  is approved,
ratified and affirmed  (this  agreement was  subsequently  amended to reflect an
asset purchase and assumption of certain debts of Perceptre 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.

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


                                     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 common  stock was  admitted  to trading  on the  National  Market on
December 3, 1997. From 1982 through December 2, 1997, the common stock traded on
the Bulletin  Board,  first as  Enertronix  and later as Alydaar.  The following
table sets forth the range of high and low closing sale price 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       $    0.57    $            0.12
2nd Quarter Ended June 30, 2003        $    2.20    $            0.10
3rd Quarter Ended September 30, 2003   $    2.00    $            0.12
4th Quarter Ended December 31, 2003    $    0.22    $            0.06


For Year Ended December 31, 2002            High                  Low
----------------------------    ----------------    -----------------
1st Quarter Ended March 31, 2002       $    4.47    $            1.20
2nd Quarter Ended June 30, 2002        $    3.24    $            1.47
3rd Quarter Ended September 30, 2002   $    1.38    $            0.27
4th Quarter Ended December 31, 2002    $    0.45    $            0.09

<PAGE>

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

     On  January  10,  2002,  we issued  under the terms of the  Employee  Stock
Purchase Plan 1,540 shares aggregating proceeds of $4,574 or $2.97 per share.

     On May  22,  2002,  we  issued  25,000  shares  of our  common  stock  to a
consultant for services  rendered.  These shares were valued at $55,500 or $2.22
per share, the fair market value on the date the services were rendered.

     In July 2002, convertible preferred shareholders converted 20,000 shares of
preferred  stock  for  13,333  shares  of the  common  stock in  accordance  the
conversion terms of the preferred stock.

     In July 2002,  we issued  16,666 shares of our common stock to a consultant
services rendered.  These shares were valued at $20,000 or $1.20 per share which
approximates fair market value.

     In August 2002, we sold 166,667  shares of our common stock to one investor
for proceeds of $100,000 or $0.60 per share.

     In August 2002, we converted a $100,000 loan payable due to a related party
into  166,667  shares of our  common  stock at a  conversion  price of $0.60 per
share.

     On  September  3, 2002,  we issued  46,667  shares of our  common  stock to
employees for services  rendered.  These shares were valued at $24,500 or $0.525
per share, which approximates the fair market value on the date of issuance.

     On December 12, 2002, we granted 1,483,000 to former officers and directors
of the Company for  services  rendered.  These shares were valued at $225,950 or
$0.15 per share, the fair market value on the date of the grant.

     On December 12, 2002, we issued  5,000,000  shares of our common stock to a
consultant for business development 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  had not been  issued  as of  December  31,  2002 and were  presented  as
issuable. These shares were issued in 2003.

     On June 16, 2003 the Company issued 215,350  preferred shares in connection
with the purchase of the net assets of Perceptre LLC

     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.

<PAGE>

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.


<PAGE>

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.

     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  (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 on 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.

Deferred Tax Asset

     iA  increased  its  valuation  allowance  against  the  deferred  tax asset
attributable to its net operating loss carry forwards by recognizing a provision
for income taxes of $1,800,000 in 2001. iA made the  determination  to eliminate
the deferred tax asset based on trends from our  historical  operations and iA's
uncertainty in turning its operations around in the near future.  This judgement
had a  material  impact  on our  financial  statements.  Based on iA's  weighted
average  common  shares  outstanding  of 2,135,678 as of December 31, 2001,  the
$1,800,000 charge impacted our loss per common share by approximately $0.84.

<PAGE>


Other Disclosures for Shareholders' Benefit

     iA  has  entered  into  a  management   agreement   with   Greentech   USA,
Inc.("Greentech")  on November 19, 2003. This is a 3 month contract with monthly
automatic  renewals  The  agreement  calls a  monthly  fees of  $35,000  for the
services to be provided  commencing in November 2003. The services  provided are
but not limited to bookkeeping  services,  coordination of bookkeeping  with the
Company's external CPA 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 received $ 350,000 paid by way of the
Company's free trading stock.  This stock has not been issued as of December 31,
2003.

RESULTS OF OPERATIONS

     The Company commenced  operations in June 2003 when it purchased the assets
of  Perceptre  LLC.  For the fiscal  year ended  December  31,  2003 the Company
incurred a loss of  $1,454,236  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 is derived from sales  related to the  Perceptre
software while the operations in 2002 were suspended.

     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
$38,000 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 $627,000 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.

General and Administrative

     General and administrative  expenses were approximately  $3,205,718 in 2003
compared to $7,444,000 in 2002. Included in general and administrative  expenses
approximately  $2,391,650 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.

<PAGE>


Depreciation and Amortization>

     Depreciation and amortization  expenses were approximately  $59,000 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.

Other Items

     Other income was  approximately  $1,668,180  which  represents  reversal of
prior years'  provision  for losses on ongoing  lawsuits  which have either been
settled or have been abandoned. The reversal in 2002 was $2,019,000. In addition
certain  accounts  payable  relating  to  operating  leases was  settled in 2002
representing the balance of the other income of $ 3,517,000. This income in 2002
was offset by a loss from the  sale/abandonment of assets of $1,520,000.  We had
no interest income in 2003 as compared to approximately $21,000 in 2002.

     Additionally  the company  reported a gain on  settlement  of debt  whereby
Greentech  USA,  Inc.  agreed  to take  over the  loans  acquired  by IA when it
acquired the Perceptre software. The Company is not obligated

Provision for Income Taxes

     During 2001, management eliminated its deferred tax asset by increasing the
valuation allowance attributable to iA's net operating loss carry forwards. This
elimination resulted in a $1,800,000 provision for income taxes. This charge did
not require the payment of cash.  No provision  for or benefit from income taxes
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.


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, we had an aggregate net loss of $71.3 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 $71.3 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.


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.

<PAGE>

     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

     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.

     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:

<PAGE>

     - 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.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS,
OUR BUSINESS COULD SUFFER

     Our success is dependent upon our ability to use our proprietary technology
to  create  revenue-producing  opportunities.  If we are not able to  adequately
protect our  proprietary  technology,  we will be required to seek  revenue from
sources other than our current proprietary technology.  We currently protect our
proprietary  rights  through a combination of patent,  copyright,  trademark and
trade  secret  law,  confidentiality   agreements  and  contractual  provisions.
Provisions of our client  agreements,  including  provisions  protecting against
unauthorized use, copying,  transfer and disclosure,  may be unenforceable under
the laws of some  jurisdictions.  We are also  required to  negotiate  limits on
these  provisions  from  time to time.  We may not be able to  adequately  deter
misappropriation  of proprietary  information or to detect  unauthorized use and
take appropriate steps to enforce our intellectual property rights.

IF OUR INTELLECTUAL PROPERTY RIGHTS ARE CHALLENGED, WE MAY FACE POTENTIAL
 LIABILITY

     In recent  years,  litigation  involving  patents  and  other  intellectual
property  rights has increased.  Patents exist which cover software and services
in which we  compete.  We believe  that we are either not using  these  patented
solutions,  software  and  services  or have  utilized  them prior to the patent
filing  date.  Regardless,  we may be a party to  litigation  in the  future  to
protect our intellectual property or for allegedly infringing other intellectual
property  rights.  Such  litigation  may  force  us to do  one  or  more  of the
following:

     - cease  selling  or  using  products  or  services  that  incorporate  the
challenged intellectual property;
     - obtain from the holder of the infringed  intellectual  property a license
to sell or use the relevant  technology,  which  license may not be available on
reasonable pricing or business terms; or
     - redesign our affected products or services at additional cost to us.

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.

<PAGE>

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

     Salberg & Company P.A.  were  replaced by Atkins & Russell  CPA's on August
21, 2003 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.

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.


                                    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                  December 2002
--------------------------------------------------------------------
Michael Clark                     President            December 2003
--------------------------------------------------------------------
Alfred Tracy               53     Director             December 2003
--------------------------------------------------------------------
William Overhulser                Director, COO
                           35        Secretary         December 2003
--------------------------------------------------------------------
Charles Maurice            39      Director            December 2003
--------------------------------------------------------------------
<PAGE>


     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. The current officers and directors own no stock
of the registrant.


     Michael L. Weinstein has 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 & Amp;
Co, a software development company.

     Michael Clark is a seasoned executive in the employment screening industry.
As President of Accurate  Research  Solutions an  employment  screening  company
located in Tampa,  Florida he handled all executive  management and  operational
components  of the  business.  In  2003  he  sold  his  company  to  Information
Architects  Corporation.  Mike's  knowledge of the criminal  justice  system and
court  procedures is supported by his  employment  experience  with the New York
State  Department of  Corrections,  Department  of Children & Families,  Florida
State  Child Abuse  Investigations  and Burns  International.  As  President  he
actively  participates  in  the  day-to-day  operations  supporting  our  larger
clients,  coordinating  the efforts of our various  divisions as well as working
with our IT group in formulating  enhancements to the Perceptre product. He is a
graduate of Syracuse University with a Bachelor degree in Criminal Justice and a
minor in Psychology

     ALFRED TRACY III has served as secretary and director of Greentech USA, Inc
since  September 2001 and just recently  became a director of iA.. Mr. Tracy has
an extensive background in software engineering, project management, and program
management. Most recently, he has held the position of Director of Solutions for
Technisource  Inc. During his tenure at Technisource,  Mr. Tracy was responsible
for  helping  to  increase  sales from $10  million  to its 1999  volume of $146
million.  Mr. Tracy received his Bachelor of Science Degree in Computer  Science
from The University of North Florida, and a Master of Science Degree in Computer
Science from Florida State University.

     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

     Charles  Maurice is a native of  Newcastle  Upon Tyne and a graduate of the
University  of the South  Bank's  Business  School.  After  leaving  his post as
General Manager of the second largest direct marketing agency in the UK in 1990,
Charles  moved  to  Israel.  During  the 90's  Charles  held  several  positions
including:  Senior Partner of an international  business consulting firm, Bridge
House  Management Ltd; CEO of CABS Ltd, a subsidiary of Tri-United  Technologies
Inc.;  consultant to the Israeli  Foreign  Ministry and the Israeli  Ministry of
Science;  as well as a number of directorships with Israeli start-up firms (both
hi-tech  and  manufacturing).  In August  2000,  at the  request  of our  parent
company,  Tri-United,  Charles moved to Southern Florida to take up the position
of CEO of iCABS.com,  Inc., a company that has just been acquired by iA. Charles
became the President of iCABS in June 2001. He has recently become a director of
iA.
<PAGE>

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

                            SUMMARY COMPENSATION TABLE

                              Long Term Compensation
                         -------------------------------
 Annual Compensation
       Awards                    Payouts
------------------------        ----------     --------------
(a)             (b)             (c)             (d)             (e)
                                                                Other
                                                                Annual
Name and Principle                                              Compen-
   Position       Year           Salary ($)      Bonus ($)      sation ($)
- ----------------- -------       -----------     ----------   --------------
Micheal Weinstein  2003          $ 132,000       $     -      $       -
Chief Executive
Officer

WILLIAM OVERHULSER 2003             19,391             -              -
Chief Operating
Officer

LEON SHKLAR       2002             50,000             -              -
Chief Technology  2001            150,000             -              -
Officer           2000            127,000             -              -

THOMAS J. DUDCHIK 2002             50,000             -              -
Senior Executive  2001            100,000             -              -


                     OPTION/SAR GRANTS IN PRIOR FISCAL YEARS


Individual Grants
 ----------------------------
(a)        (b)       (c)             (d)
                        Number of       % of Total
                        Securities      Options/SARs
                        Underlying      Granted to      Exercise
                        Options/SARs    Employees in    Price
Name                    Granted(#)(1)   Fiscal Year     ($/Sh)
- ----------------        -------------   -------------   ---------
Robert F. Gruder                21,667          53.5%    $19.95

J. Wayne Thomas                  8,333          20.6%    19.95

Thomas J. Dudchik                5,000          12.4%    19.95


                                           Potential Realizable Value
                                             At Assumed Annual Rates
                                            of Stock Price Appreciation
                                               for Option Term
                                           --------------------------------
                               (e)               (f)           (g)
                               Expiration
                                  Date          5%($)            10%($)
                               ---------      --------        --------

Robert F. Gruder                8/14/11         $ 0             $ 0

J. Wayne Thomas                 8/14/11           0               0

Thomas J. Dudchik               8/14/11           0               0

(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.

<PAGE>

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                Amount and Nature of Beneficial Ownership       Percent
Beneficial Owner (1)       of Common Shares as of 4/15/04               of Class
- --------------------    -----------------------------------------    --------
Michael Clark                        146,078 Common                   .004%

William Overhulser                   407,768 Common                    1.2%

Albert Tracy                               0 Common

Charles Maurice                            0 Common


TOTALS( 4 people)                    553,846



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 years ended December
       31, 2003, and 2002
       Report of Russell & Atkins LLP






(1)(2)   List of Exhibits


         23.1    Consent of independent auditors
         31 & 32 Sarbanes-Oxley Certification

(b) Reports on Form 8-K

          April 22, 2003 - Change in Company's accountants
          May    5, 2003 - Proposed purchase of Perceptre, LLC
          June  16, 2003 - Asset purchase of Perceptre software
          Aug   21, 2003 - Change in Company's accountants
          Sep   22, 2003 - Valuation of Perceptre software



                                       34
<PAGE>

SIGNATURES

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

INFORMATION ARCHITECTS CORPORATION

By: s/s Michael Clark
------------------------
Michael Clark, President



January 3, 2005

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

By:  s/s  William Overhulser
   -----------------------
   William Overhulser COO, Director               January 3, 2005

By:  s/s Albert Tracey
   -----------------------
     Albert Tracey, Director                      January 3, 2005

By: s/s Charles Maurice
--- --------------------------
    Charles Maurice,  Director                    January 3, 2005

By: /s/ Michael Clark
------------------------------
    Michael Clark, President                      January 3, 2005


<PAGE>



                                                      Exhibit 23.1



Independent Auditors' Consent
The Board of Directors
Information Architects Corporation

     We consent to the  incorporation  on Form 10KSB with  respect to our report
dated  December  28,  2004  of the  balance  sheets  of  Information  Architects
Corporation.  as of December  31, 2003 and 2002 and the  related  statements  of
operations, shareholders' equity and cash flows for the years then ended


Micheal Johnson & Company LLP
Denver Colorado
January 3, 2005




<PAGE>


                                                   Exhibit 31.1
                                 CERTIFICATION

I, Micheal Clark, certify that:

     1. I have  reviewed  this  Annual  Report  on Form  10-KSB  of  Information
Architects Corporation;

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

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

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
registrant and have:

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

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

     (c) Presented in this Annual Report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5.  I  have  disclosed,  based  on  our  most  recent  evaluation,  to  the
registrant's   auditors  and  the  audit  committee  of  registrant's  board  of
directors:

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

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

     6. I have  indicated in this Annual Report  whether there were  significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the  date  of  our  most  recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

Date: January 3, 2005                    /s/ Michael Clark
                                       --------------------
                                        Michael Clark
                                        President


<PAGE>


                                                                EXHIBIT 32.1

                 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection
with the Annual Report on Form 10-KSB of Information Architects Corporation (the
"Corporation")  for the  year  ended  December  31,  2003,  as  filed  with  the
Securities  and  Exchange  Commission  on the date  hereof (the  "Report"),  the
undersigned,  the  Chairman  and Chief  Executive  Officer  of the  Corporation
certifies that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Corporation.

  /s/ Michael Clark
-------------------------------
Michael Clark
President
January 3, 2005


<PAGE>



                INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARY


                        CONSOLIDATED FINANCIAL STATEMENTS


                                DECEMBER 31, 2003





<PAGE>

                                INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Information Architects Corporation.

     We have audited the  consolidated  balance sheet of Information  Architects
Corporation as of December 31, 2003 and the related  consolidated  statements of
operations,  shareholder  equity and cash flows for the year then ended. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to  express  an  opinion  on the  financial
statements based on our audit.

     We did not audit  the  consolidated  financial  statements  of  Information
Architects  Corporation  for the year ended December 31, 2002. The  consolidated
financial  statements  for all periods  prior to January 1, 2003 were audited by
other  auditors  whose  reports  expressed  an  unqualified   opinion  on  those
statements,  and our  opinion,  in so far as it relates to the periods  prior to
January 1, 2003 is based solely on the report of the other auditors.

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

     In our opinion, the financial statements referred to above, present fairly,
in all material  respects,  the  financial  position of  Information  Architects
Corporation  as of December 31, 2003 and the results of its  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,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



/s/ Michael Johnson & Co,LLP
Denver Colorado
December 28, 2004


<PAGE>


INFORMATION ARCHITECTS CORPORATION  AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2003
(UNAUDITED)
----------------------------------------------------------------------------
                                                  2003            2002
ASSETS

CURRENT
Cash                                         $     -          $    -
Accounts receivable                             55,564             -
Loans receivable                               259,968             -
Prepaid expenses                             1,083,333             -
----------------------------------------------------------------------------

Total Current Assets                         1,398,866             -
----------------------------------------------------------------------------

FIXED - AT COST
Perceptre software                             727,142             -
Computer equipment                              70,795             -
----------------------------------------------------------------------------

                                               797,937             -
Less: Accumulated depreciation
          and amortization                     (59,173)            -
----------------------------------------------------------------------------

Total Fixed Assets                             738,764             -
----------------------------------------------------------------------------

Total Assets                               $  2,137,629        $    -
----------------------------------------------------------------------------

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


INFORMATION ARCHITECTS CORPORATION  AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2003
(UNAUDITED
----------------------------------------------------------------------------

                                                 2003              2002

LIABILITIES AND SHAREHOLDER EQUITY

LIABILITIES

CURRENT
Bank indebtedness                          $     5,695         $    -
Accounts payable and accrued charges           313,904          1,668,178
Unearned revenue                                  -                13,947
Loans payable                                   18,500              -
-----------------------------------------------------------------------------

Total Current Liabilities                      338,099          1,682,125
-----------------------------------------------------------------------------

LONG TERM
Notes payable                                   84,638                -
-----------------------------------------------------------------------------

Total Long-Term Liabilities                     84,638               -
-----------------------------------------------------------------------------

Total Liabilities                              422,737           1,682,125
-----------------------------------------------------------------------------

SHAREHOLDER EQUITY
Preferred stock, authorized - 1,000,000, par
 value $.001,
 - issued and outstanding - 291,350(2002 -
        75,500)                                    291                  76
Common stock, authorized - 50,000,000, par
  value $ .001
 - issued and outstanding - 33,656,089
      (2002 - 4,082,095)                        33,656               4,082
Common stock issuable - 5,000,000 shares
        (2002 - 5,000,000)                       5,000               5,000
Additional paid in capital                  73,000,808           68,606,342
Deficit                                    (71,324,863)         (70,297,625)
------------------------------------------------------------------------------

Total Shareholder Equity                     1,714,892           (1,682,125)
------------------------------------------------------------------------------

Total Liabilities and Shareholder Equity  $  2,137,629          $      -
------------------------------------------------------------------------------

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

<PAGE>

INFORMATION ARCHITECTS CORPORATION  AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(UNAUDITED)
-----------------------------------------------------------------------------

                                               2003                  2002

REVENUE                                  $  208,225            $    63,125
-----------------------------------------------------------------------------

OPERATING EXPENSES
Cost of sales                                46,805                 37,708
Sales and marketing                          16,449                627,402
Research and development                        -                  710,196
General and administrative                3,205,718              7,443,653
Depreciation and amortization                59,173              1,010,411
-----------------------------------------------------------------------------

Total Operating Expenses                  3,328,145              9,829,370
-----------------------------------------------------------------------------

LOSS FROM OPERATIONS                     (3,120,415)            (9,766,245)
-----------------------------------------------------------------------------

OTHER ITEMS
Interest income                               -                     20,531
Interest expense                             (2,001)                (1,104)
Settlement gain                           1,668,180              3,517,395
Gain on settlement of debt                  426,503                   -
Loss on disposal of assets                    -                 (1,520,095)
Other                                         -                      2,329
-----------------------------------------------------------------------------

Total Other Items                         2,092,682              2,019,056
-----------------------------------------------------------------------------

NET LOSS                               $ (1,027,238)          $ (7,747,189)
-----------------------------------------------------------------------------


Weighted average common shares
  outstanding -
  Basic and fully diluted                25,288,748             2,681,535
                              ===================== =====================

Net loss per share -
 Basic and fully diluted           $          (0.04)    $          (2.89)
                              ===================== =====================

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

<PAGE>


INFORMATION ARCHITECTS CORPORATION  AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2003
(UNAUDITED)
-----------------------------------------------------------------------------

                                             2003                2002

Cash Flows From Operating Activities:
  Net loss for the year                  $ (1,027,238)     $ (7,747,189)
  Adjustments to reconcile net loss to
     net cash used in operating activities:
   Depreciation and amortization               59,173         1,010,411
   Stock issued for services                3,475,000         1,239,633
   Settlement gain                             -             (3,517,395)
   Loss on disposal of assets                  -              1,520,095
   Other comprehensive loss                    -                 33,530
   Changes in assets and liabilities:
    Increase in accounts receivable           (55,564)              -
    Increase in loans receivable             (259,968)              -
    Increase in prepaid expenses           (1,083,333)          126,653
    Decrease in other assets                   -                  9,404
    Increase(Decrease) in accounts payable (1,354,274)        3,478,350
    Decrease in unearned revenue              (13,947)          (13,556)
    Increase in loans payable                  18,500               -
-----------------------------------------------------------------------------

Net Cash Used in Operating Activities        (241,651)       (3,860,064)
-----------------------------------------------------------------------------

Cash Flows From Financing Activities
 Increase(Decrease) in notes payable           84,638              -
 Loan to officer                                 -               9,944
 Maturity of short term investment               -             750,000
 Proceeds from sale of stock                  866,611          100,000
-----------------------------------------------------------------------------

Net Cash Provided By Financing Activities     951,249          859,944
-----------------------------------------------------------------------------

CASH FLOW FROM INVESTING ACTIVITES
 Purchase of fixed assets - net              (715,293)        (350,308)
 Proceeds from sale of fixed assets              -              46,146
-----------------------------------------------------------------------------

Net Cash Used In Investing Activities        (715,293)        (304,162)
-----------------------------------------------------------------------------

Net change in cash                             (5,695)      (3,304,282)

Cash and Cash Equivalents - Beginning of Year    -           3,304,282
-----------------------------------------------------------------------------

Cash and Cash Equivalents - End of Year     $  (5,695)      $     -
-----------------------------------------------------------------------------

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

<PAGE>


INFORMATION ARCHITECTS CORPORATION  AND SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDER EQUITY
FROM DECEMBER 31, 1999 TO DECEMBER 31, 2003
(UNAUDITED)
                                                            Common Stock
                        Preferred Stock     Common Stock        Issuable
                         Shares  Amount  Shares      Amount  Shares   Amount
----------------------------------------------------------------------------

Balance - December
   31, 1999                -   $   -    1,833,034   $ 1,833    -     $   -

Comprehensive loss
  Net loss - Dec 31, 2000  -       -        -           -      -         -

  Translation adjustment   -       -        -           -      -         -
Issuance of preferred
shares for cash, net    224,103   224       -           -      -         -
Issuance of stock for
 services                  -       -        -           -      -         -
Exercise of stock options/
 warrants                  -       -      134,196       134    -         -
Shares issued under
 employee stock plan       -       -        2,925         3    -         -
Shares issued for legal
 settlement                -       -          666         1    -         -
Preferred shares
 converted to common    (39,016)  (39)     26,011        26    -         -
Conversion of debt to
 equity                    -       -       66,667        66    -         -
----------------------------------------------------------------------------

Balance - December 31,
          2000          185,087   185   2,063,499     2,063    -         -

Comprehensive loss:
 Translation adjustment    -       -         -           -     -         -
 Net loss - Dec 31, 2001   -       -         -           -     -         -
Exercise of stock options/
 warrants                  -       -       15,421       16     -         -
Shares issued under
 employee stock plan       -       -        3,910        4     -         -
Shares issued for legal
 settlement                -       -       20,000       20     -         -
Preferred shares
 converted to common   (89,587)  (89)      59,725       60     -         -
----------------------------------------------------------------------------

Balance - December 31,
       2001            95,500     96    2,162,555    2,163     -         -

Comprehensive loss:
 Translation adjustment   -       -          -          -      -         -
 Net loss - Dec 31, 2002  -       -          -          -      -         -

Shares issued under
 employee stock plan      -       -         1,540       1      -         -
Issuance of stock for
 services                 -       -     1,571,333   1,571 5,000,000   5,000
Common stock warrants
 granted to non-employees -       -          -         -       -         -
Preferred shares
 converted to common (20,000)    (20)      13,333     13       -         -
Issuance of common
 shares for cash, net     -       -       166,667    167       -         -
Conversion of debt to
 equity                   -       -       166,667    167       -         -
----------------------------------------------------------------------------

Balance - December 31,
      2002            75,500     76     4,082,095  4,082 5,000,000    5,000

Net loss - Dec 31, 2003
Stock split              -       -      8,164,190  8,164   -             -
Issuance of issuable
 common stock            -       -      5,000,000  5,000(5,000,000)  (5,000)
Issuance of stock for
 services                -       -     12,500,000 12,500 5,000,000    5,000
Issuance of common
 shares for cash,
 net                     -       -      3,909,804  3,910   -             -
Issuance of preference
 shares on acquisition
of
 Perceptre assets   215,350    215          -        -     -             -
----------------------------------------------------------------------------

Balance - December 31,
     2003          290,850  $  291    33,656,089 $33,656 5,000,000   5,000
----------------------------------------------------------------------------

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

<PAGE>

INFORMATION ARCHITECTS CORPORATION  AND SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDER EQUITY
FROM DECEMBER 31, 1999 TO DECEMBER 31, 2003
(UNAUDITED)

    Additional                                Other
      Paid In                             Comprehensive
      Capital             Deficit             Loss             Totals
-------------------- ------------------- ---------------- ------------------


   $  48,573,563        $ (37,276,045)       (56,851)     $   11,242,500



          -               (12,440,382)           -           (12,440,382)
          -                    -              35,978              35,978

      10,883,527               -                 -            10,883,751

         143,745               -                 -               143,745


       4,581,509               -                 -             4,581,643


         121,546               -                 -               121,549


          78,124               -                 -                78,125


              13               -                 -                  -


       1,750,133               -                 -             1,750,199
-------------------- ------------------- ---------------- ------------------

      66,132,160         (49,716,427)        (20,873)         16,397,108



          -                    -             (12,657)            (12,657)

          -              (12,834,009)            -           (12,834,009)



          413,022              -                 -                413,038


           72,843              -                 -                 72,847


          550,980              -                 -                551,000

               29              -                 -                   -
-------------------- ------------------- ---------------- ------------------

       67,169,034        (62,550,436)        (33,530)           4,587,327


          -                    -              33,530              33,530

          -               (7,747,189)            -            (7,747,189)


            4,573              -                 -                  4,574


        1,065,879              -                 -              1,072,450


          167,183              -                 -                167,183


                7              -                 -                  -


            99,833             -                 -                100,000


            99,833             -                 -                100,000
-------------------- ------------------- ---------------- ------------------

        68,606,342       (70,297,625)            -             (1,682,125)


                          (1,454,236)            -             (1,454,236)


           (8,164)             -                 -                 -


             -                 -                 -                 -


        3,457,500              -                 -              3,475,000


          862,701              -                 -                866,611


           82,429              -                 -                82,644
-------------------- ------------------- ---------------- ------------------

    $  73,000,808      $ (71,751,861)    $       -        $    1,287,894
-------------------- ------------------- ---------------- ------------------


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

<PAGE>

                INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARY
                   NOTES 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. In 2003,  the Company
acquired the assets and Perceptre, LLC as outlined below.

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


     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.

<PAGE>

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

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

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 assets and the  settlement of  liabilities  in the normal course of business.
The Company  through the  acquisition  of the assets of  Perceptre  LLC has been
operating  since  June  2003 and has  incurred  losses  for 2003 of  $1,027,238,
$7,747,000  and  12,440,000  in the years ended  December  31,  2002,  and 2001,
respectively,  and  accumulated  losses of  $71,324,863 up 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 business of Perceptre  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").  The Company's
wholly owned inactive United Kingdom subsidiary, Alydaar International,  Limited
has no assets, liabilities,  revenues or expenses. All significant inter company
transactions  and  balances  have been  eliminated  in  consolidation.  Accounts
denominated in foreign  currencies have been translated using the U.S. dollar as
the functional currency.

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.


<PAGE>

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

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

Cash and Cash Equivalents

     Cash  and  equivalents   include  cash  on  hand  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.  Certain  impairment  losses were  recognized
during 2002 on property and equipment and intangible assets.

Property and Equipment

     Property and  equipment  were  previously  stated at cost less  accumulated
depreciation. Costs associated with internally developed technology attributable
to  modifying  and  improving  the  Company's  software  products or  developing
additional   features  of  its  products  subsequent  to  the  establishment  of
technological  feasibility were previously  capitalized to the extent that costs
were realizable from estimated future revenues.

     For the year ended  December 31, 2003,  computers  and  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 as at
the year end is the  estimated  useful life of this  software.  Management  will
analyze the basis of amortizing this software on an annual basis to determine if
the  software  value is impaired  beyond the annual  amortization  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.


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

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

Property and Equipment(continued)


     For the year ended  December  31,  2003  depreciation  expense  amounted to
$59,173(2002 - $1,010,411).  All previous software development costs capitalized
and abandoned  equipment  and  furniture  that were not salable were written off
during 2002 due to  impairment.  Additionally,  the Company  sold  property  and
equipment. In connection with the sale and impairment of property and equipment,
the Company recorded a loss from the disposal of assets of $ 1,520,095 for 2002.


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.

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.

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.

<PAGE>

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

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

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
1,765,604 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.

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


<PAGE>

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

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

Recent Accounting Pronouncements


     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure" ("SFAS 148"). SFAS 148 provides alternative methods of transition to
SFAS  123's  fair  value  method  of   accounting   for   stock-based   employee
compensation.  It also amends the disclosure provisions of Statement 123 and APB
Opinion  No. 28,  Interim  Financial  Reporting,  to require  disclosure  in the
summary  of  significant  accounting  policies  of the  effects  of an  entity's
accounting  with respect to stock-based  employee  compensation  on reported net
income and earnings per share in annual and interim financial  statements.  SFAS
148's amendment of the transition and annual disclosure requirements of SFAS 123
are  effective  for fiscal  years ending  after  December  15, 2002.  SFAS 148's
amendment of the disclosure  requirements of Opinion 28 is effective for interim
periods beginning after December 15, 2002.

     In January  2003,  the FASB issued FASB  Interpretation  No. 46 (FIN 46), "
Consolidation of Variable Interest  Entities,  and Interpretation of ARB No.51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficial  of the entity if the equity  investors in the entity do not
have  characteristics  of a  controlling  financial  interest  or  do  not  have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning on or after June 15, 2003.

     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.


<PAGE>



                INFORMATION ARCHITECTS CORPORATION AND SUBSIDIARY
                    NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS
                                DECEMBER 31, 2003

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

Recent Accounting Pronouncements(continued)

     On May 15, 2003 the FASB issued Statement No. 150,  "Accounting for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity". The
Statement improves the accounting for certain financial  instruments that, under
previous  guidance,  issuers  could  account  for as equity.  The new  Statement
requires that those  instruments  be classified as  liabilities in statements of
financial  position.  In addition to its requirements for the classification and
measurement of financial  instruments in its scope,  Statement 150 also requires
disclosures  about  alternative ways of settling the instruments and the capital
structure of entities, all of whose shares are mandatorily  redeemable.  Most of
the guidance in Statement 150 is effective for all financial instruments entered
into or modified after May 31, 2003.

     The company believes that none of the recently issued accounting  standards
will have a material impact on the financial statements.

NOTE 2 - LOANS RECEIVABLE

     Advances to related entities are non-interest bearing, unsecured and due on
demand.


NOTE 3 - COMMITMENTS AND CONTINGENCIES:

Legal Matters

     The  Company is subject to legal  proceedings  and claims that arise in the
ordinary course of business.  The Company currently  believes that these matters
will not have a material adverse impact on the Company's  financial  position or
its results of operations.  Furthermore, the Company has brought to a conclusion
its largest lawsuits,  the Class Action lawsuit and the Gem  Technologies,  Inc.
lawsuit.

NOTE 4 - LOANS PAYABLE

     Advances from related entities are unsecured,  non-interest bearing and due
on demand

NOTE 5 - NOTE PAYABLE

     On the purchase of the assets of Perceptre,  LLC the Company assumed a note
payable to one of the members of Perceptre. This note is unsecured, non-interest
bearing as has no fixed terms of repayment.

NOTE 6- SHAREHOLDERS' (DEFICIT) EQUITY

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).  In 2003,  the Company issued 215,350
shares in connection with the purchase of the assets of Perceptre, LLC.

<PAGE>

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

NOTE 6- SHAREHOLDERS' (DEFICIT) EQUITY

Convertible Preferred Stock(continued)

     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.

     The holder of each Series B preferred  share as result of the purchase from
Perceptre,  LLC are  entitled to receive 100 shares of common stock and have the
right to vote based on 200 votes for each share of Series B preferred stock.

Common Stock

     On January 25, 2002, our shareholders approved an amendment to its Articles
of Incorporation  effecting a one-for-five reverse split of the common stock and
equivalents  to  shareholders  of record as of November 30, 2001.  The effective
date  for  the  one-for-five  reverse  stock  split  of  the  common  stock  and
equivalents  was  February  1, 2002.  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.

     During 2000 through 2001, the Company issued common stock to raise cash, to
convert debt to equity,  to settle lawsuits,  to pay for services and to acquire
assets.

     A  $5,000,000  convertible  debenture  was  satisfied  with the issuance of
approximately 66,667 (valued at approximately $1,940,000) shares of common stock
in 2000.

     During 2001, and 2000, the Company issued 20,000,  and 667 shares of common
stock in connection with legal settlements, respectively.

     The Company  issued 0 and 1,533  shares of common stock to pay for services
rendered in 2001, and 2000, respectively.

     On January 10, 2002, the Company sold under the terms of the Employee Stock
Purchase Plan 1,540 shares aggregating proceeds of $4,574 or $2.97 per share.

     On May 22, 2002,  the Company issued 25,000 shares of its common stock to a
consultant for services  rendered.  These shares were valued at $55,500 or $2.22
per share based on the quoted  trading price of the common shares on the date of
grant.

<PAGE>

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

NOTE 6- SHAREHOLDERS' (DEFICIT) EQUITY(continued)

Common Stock(continued)

     In July 2002, convertible preferred shareholders converted 20,000 shares of
preferred  stock  for  13,333  shares  of the  common  stock in  accordance  the
conversion terms of the preferred stock (See Convertible Preferred Stock above).

     In July 2002,  the Company  issued  16,666  shares of its common stock to a
consultant for services  rendered.  These shares were valued at $20,000 or $1.20
per share based on the quoted  trading price of the common shares on the date of
grant.

     In August 2002,  the Company  sold 166,667  shares of its common stock to a
related party for proceeds of $100,000 or $0.60 per share.

     In August 2002, the Company  converted a $100,000 loan payable into 166,667
shares of its common stock at a conversion price of $0.60 per share.

     On September 3, 2002,  the Company issued 46,667 shares of its common stock
to  employees  for  services  rendered.  These  shares were valued at $24,500 or
$0.525 per share based on the quoted  trading  price of the common shares on the
date of grant.

     On December 12, 2002, the Company granted 1,483,000 common shares to former
officers and directors of the Company for services  rendered.  These shares were
valued at $222,450 or $0.15 per share based on the quoted  trading  price of the
common shares on the date of grant.

     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  had not been
issued as of December 31, 2002 and were presented as issuable.

     In January 2003, the Company split its stock by issuing 3 common shares for
every share owned as of December  31,  2002.  As result the  outstanding  common
shares was increased to 12,246,285.

     On April 22, 2003, the Company issued certificates for the 5,000,000 common
stock  issuable at December 31, 2002 which it is holding until the final closing
of the anticipated transaction with Perceptre.

     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 December 2003 the Company  issued a total
of 3,909,804 common shares for net proceeds of $ 866,611.

<PAGE>

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

NOTE 6- SHAREHOLDERS' (DEFICIT) EQUITY(continued)

Common Stock(continued)

     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.

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,
2002, 2001 and 2000 and changes during the years is presented below:

                                                    Weighted Average
                                                         Exercise
                                    Number of Shares       Price
                                   -----------------  -------------
Outstanding, December 31, 1999                  142,995    $52.05
Granted                                          35,799     89.55
Exercised                                       (28,857)   $71.70
Canceled and expired                            (22,723)   $94.80
                                                 -----------------

Outstanding, December 31, 2000                  127,214    $46.65
Granted                                          40,467    $20.70
Exercised                                        (6,532)   $18.30
Canceled and expired                            (13,772)   $72.90
                                                 -----------------
Outstanding December 31, 2001                   147,377    $34.65


<PAGE>


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

Stock Options and Warrants(continued)

Stock Option Plan(continued)

Granted                                         533,333     $1.17
Exercised                                          -          -
Canceled and expired                           (671,753)    $8.28
                                              -------------------
Outstanding December 31, 2002                     8,957    $86.25
Canceled and expired                             (6,824)    86.25
Granted                                       1,000,000      1.75
                                              -------------------

Outstanding - December 31, 2003               1,002,133    $ 1.93
                                              ===================
Options exercisable at:
December 31, 2001                               116,382    $40.50
December 31, 2002                                 8,957    $86.25
December 31, 2003                             1,002,133     $1.93

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

                      Outstanding and Exercisable Options
              -----------------------------------------------
Weighted
Range of                          Remaining         Average
Exercise Price    Number of       Contractual       Exercise
Shares                               Life            Price
--------------  --------------  --------------  --------------
$  86.25          2,133             1.64          $  86.25
$   1.75      1,000,000             4.67          $   1.75
             ------------

              1,002,133
             ============

Common Stock Warrants

     A summary of warrants  issued to employees  and  non-employees  and changes
during 2003 is presented below:

                       Number of Shares     Weighted Average
                                            Exercise Price
                     -----------------    ------------------
Outstanding December 31,
      2001                 59,471                $26.10
Granted                   704,000                 $0.87
Exercised                    -                     -
Canceled and expired         -                     -
                       ----------          ------------
Outstanding December 31,
 2002 and 2003            763,471                 $2.82
                       ==========          ============

<PAGE>


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

Stock Options and Warrants(continued)

Stock Option Plan(continued

Options exercisable at:
December 31, 2001          59,471                $26.10
December 31, 2002         763,471                 $2.82
December 31, 2003         763,101                 $2.74

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

              Outstanding and Exercisable Warrants
         -----------------------------------------------
                                                      Weighted
                                       Remaining       Average
Range of         Number of           Contractual      Exercise
Exercise Price     Shares             Life              Price
---------------------------- --------------    --------------
$    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.

<PAGE>

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

Employee Stock Purchase Plan(continued)

     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. Of the 191,625 shares
authorized  to be issued  under  the  Purchase  Plan,  200,000  shares  remained
available  for issuance as of December 31, 2003.  During 2003,  2002,  and 2001,
employees purchased 0, 1,540, and 3,910 shares for approximately $4,600, $73,000
and $122,000, respectively.

Pro forma information

     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.

     An  alternative  method of  accounting  for stock  options is SFAS No. 123,
"Accounting for Stock-Based  Compensation."  Under SFAS No. 123,  employee stock
options are valued at the grant date using an option valuation model. This value
represents  compensation  expense under SFAS No. 123 and is  recognized  ratably
over the vesting  period.  The fair value of options  granted in 2002,  2001 and
2000 reported  below was estimated at the date of grant using the  Black-Scholes
option-pricing model with the following weighted average assumptions:

                                        YEARS ENDED DECEMBER 31,
                                 2003             2002           2001
                            ---------       ---------       ---------
Dividend yield                  -                -              -
Expected volatility              147%             152%           195%
Risk free interest rate         4.03%              5%             4.5%
Expected lives                0.5 - 5 Years    3 Years       1.74 Years

     The weighted average Black-Scholes value of options granted under the stock
options  granted during 2003 and 2002 was $0.39 and $6.75,  respectively.  There
were no options granted in 2003.

     Had  compensation  cost for the Company's  options and warrants  granted to
employees been determined using the fair value method of SFAS 123, the Company's
net loss for the  periods  indicated  would  have been  charged to the pro forma
amounts as follows:


<PAGE>


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

                                Years ended December 31,
                                 2003             2002
                             -------------     -------------
Net loss, as reported       $ (1,027,238)   $ (7,747,189)
 Add: Stock-based employee
Compensation expense
included in net income,
net of related tax effects         -                 -

Deduct: Total stock-based
Employee compensation expense
determined under fair value
based method, net of
related tax effects             (775,000)        (905,124)
                           -------------     ------------
Pro forma net loss          $ (1,802,238)  $  (8,652,313)
                           =============     ============
Loss per share:
Basic and diluted -
  as reported              $       (0.04)  $       (2.89)
                            ============    =============

Basic and diluted -
   pro forma        $              (0.07)  $       (3.22)
                           =============    =============

NOTE 7 - INCOME TAXES

     There was no income tax expense for the years ended  December 31, 2003, and
2002 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 and 2002 are as
follows:



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

NOTE 7 - INCOME TAXES(continued)

                                  Years Ended December 31,
                        -----------------------------------------
                                    2003             2002
                              ------------     ------------
Net operating loss
   carryforward              $ 25,630,000       $ 24,603,000
Valuation
  allowance                   (25,630,000)       (24,603,000
                             ------------       ------------
Net deferred tax
  assets                     $      -           $      -
                              ============      ============

     As of December 31, 2003,  the Company had net operating loss carry forwards
("NOLs") of  approximately  $62,000,000  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 (see Note 1).

NOTE 8 - SETTLEMENT GAIN

     As  indicated  in Note 3, the Company has  settled  all  existing  lawsuits
without  cost.  In prior  years,  the  Company  had  provided  for the  possible
liability  that would result from these  lawsuits.  Having  settled these claims
without cost results in the Company  reversing all prior  provisions  for losses
amounting to $1,668,180 as a settlement gain.

NOTE 9 - GAIN ON SETTLEMENT OF DEBT

     When the Company  purchased the assets of Perceptre,  LLC on June 16, 2003,
the  Company  assumed 2 loans  from New  Mexico  Bank and Trust  amounting  to $
426,503.  These  loans were  assumed  without  recourse  to IA by an  affiliated
company,  Greentech USA, Inc. As result the debt was settled without cost to the
Company resulting in the reported gain.

NOTE 10 - SUBSEQUENT EVENTS

     On February 25 2004 Information  Architects Corp.  acquired the patent (USA
6,270,011  B1),  a  finger  print  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

     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., 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.  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.

<PAGE>

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

NOTE 10 - SUBSEQUENT EVENTS(continued)

     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."

     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,  a  company
specializing in Pre-Paid Debit and Credit Cards primarily focused on the payroll
card business and retail card programs.  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.

     The Company has  recently  completed  in June 2004 the  purchase of the net
assets of FFS Transaction,  LLC. These assets are held in Information Processing
Corporation,  a newly formed Nevada company.  This company owns certain licenses
which allows it to do credit card  processing.  The  acquisition  of this entity
further  complements its recent  acquisitions and defines the direction in which
the Company is heading.