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








**5229
      NW 33rd Ave, Fort Lauderdale FL 33309**


(Address
      of principal executive offices) (Zip Code)





Issuer’s
      telephone number **954-486-8835**





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


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








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





**COMMON
      STOCK, PAR VALUE $0.001 PER SHARE**


(Title
      of class)





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





Check
      if there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of our knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB [_]





The
      registrant’s revenues for the year ended December 31, 2003 was
      $208,225.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity as of February
      9,
      2005 was $4,366,755.37 The number of shares of common equity outstanding as at December 31, 2003 was
      33,656,089





DOCUMENTS
      INCORPORATED BY REFERENCE


**N/A**








Transitional
      Small Business Disclosure Format Yes__ No X


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.








-1-


PART
      I


ITEM
      1. DESCRIPTION OF BUSINESS





GENERAL





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





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





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





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





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





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





The
      business of Accurate Research Solutions, Inc. is providing pre-employment and
      post-employment screening and background investigations to various businesses.
      ARS is a client of Perceptre LLC using the Perceptre software system to manage
      its business.





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





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


-2-


OUR
      HISTORY





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





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





SOFTWARE
      DEVELOPMENT





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





All
      new software development is being focused on the deployment of Perceptre 2
      at
      the end of 2003. Perceptre version 2 added a host of additional features to
      the
      on-line ordering and provisioning system. Development continued into 2004 for
      a
      version that allowed small to medium sized business the use of the software
      in a
“pay-as-you-go” environment. Perceptre version 2 interfaced a shopping cart
      component and merchant interface that required payment by the customer prior
      to
      performing the employment screening. A new user interface is being developed
      and
      will be available in 2005 as well as a software integration module to be
      deployed within software systems of companies in the HR space providing other
      services to employers, looking to add the employment screening services to
      their
      customer base.





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





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





The
      work production component of the system allows for the completion of credit
      reports and Social Security searches via Experian using Netconnect. In addition,
      work is queued to the more than 3,000 counties as well as IA’s proprietary call
      center management system, including several Quality Assurance components to
      insure accurate data disclosure to the employers. The servers that host the
      system are located in Albuquerque, New Mexico at a hardened facility called
      “Bigbyte.” Bigbyte provides redundant power, Internet connectivity, 24-hour
      security, as well as biometric entry systems. The system is an N-Tier
      environment to facilitate scalability to several thousand transactions per
      minute. Security of personal data is priority and is accomplished by several
      firewalls as well as additional monitoring systems to recognize any system
      trying to access that contains a virus. The last completed Cybertrust on site
      audit required no changes to existing technical operations to meet requirements.
      In addition, the system has undergone the Department of Justice IT security
      guidelines.





COMPETITION





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





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





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





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


-3-


EMPLOYEES





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





ITEM
      2. DESCRIPTION OF PROPERTY





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





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





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





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





ITEM
      3. LEGAL PROCEEDINGS





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





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





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





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





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





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





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





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


-4-


PART
      II





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





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





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


**For
                Year Ended December 31, 2003**
            **High**
            **Low**1st
                Quarter Ended March 31, 2003
            
            
            $
            0
            .57
            $
            0
            .122nd
                Quarter Ended June 30, 2003
            
            
            $
            2
            .20
            $
            0
            .103rd
                Quarter Ended September 30, 2003
            
            
            $
            2
            .00
            $
            0
            .124th
                Quarter Ended December 31, 2003
            
            
            $
            0
            .22
            $
            0
            .06





BENEFICIAL
      HOLDERS





As
      of April 15, 2004, the number of beneficial holders of our common stock was
      approximately 12,000, based on information received from our transfer agent
      and
      those brokerage firms who hold securities for customers in “street
      name.”





DIVIDENDS





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





RECENT
      ISSUANCES OF UNREGISTERED SECURITIES





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





On
      May 14, 2003, the Company registered pursuant to an S-8 Registration Statement,
      6,000,000 shares of its common stock to be issuable under a new Year 2003 Stock
      Award Plan (the “2003 Plan”) which was approved by the Board. Such shares under
      the Plan are for employees, officers, directors, key consultants and
      advisors.





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





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





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


-5-


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





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





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





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





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





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


o
            None
                of these issuances involved underwriters, underwriting discounts
                or
                commissions.o
            Restrictive
                legends are placed on all certificates issued.o
            The
                distribution did not involve general solicitation or
                advertising.o
            The
                distributions were made only to insiders, accredited investors or
                investors who were sophisticated enough to evaluate the risks of
                the
                investment. All sophisticated investors were given access to all
                information about our business and the opportunity to ask questions
                and
                receive answers about our business from our management prior to making
                any
                investment decision.





SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





The
      Company has a stock option plan to benefit salaried employees. Under this plan
      (as amended), the Company may issue stock and/or stock options, to a maximum
      of
      10 percent of the authorized shares, through the year 2004. The options become
      exercisable at various periods of time from thirty days to two years from the
      date of grant. Options currently expire no later than 10 years from the grant
      date. On January 25, 2002, the Company’s shareholders voted to approve an
      amendment to the stock option plan to increase the number of shares of common
      stock that may be issued under the plan from 800,000 to 4,000,000 shares after
      giving effect to the one-for-five reverse split. This amendment was effective
      February 1, 2002. The plan has not been amended for the most recent
      one-for-three reverse stock split.





The
      Company has an employee stock purchase plan to provide eligible employees with
      the opportunity to purchase shares of its common stock through payroll
      deductions. Participants of the plan purchase shares of the Company’s common
      stock at six-month intervals at 85 percent of the lower of the fair market
      value
      on the first or last day of each six-month period. The fair market value of
      shares that may be purchased by any participant during any calendar year may
      not
      exceed $25,000. On January 25, 2002, the Company’s shareholders voted to approve
      an amendment to the employee stock purchase plan to increase the number of
      shares available for purchase under such plan from 40,000 to 200,000 shares
      after giving effect to the one-for-five reverse split in January 2002. The
      plan
      has not been amended for the most recent one-for-three reverse stock split.
      Of
      the 200,000 shares authorized to be issued under the Purchase Plan, 191,625
      shares remained available for issuance as of December 31, 2003.





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


-6-


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





Prior
      to December 2002, Information Architects Corporation and Subsidiary (“IA” or the
“Company”) provided dynamic content delivery and interchange infrastructure
      solutions for business based on our core product, Jitzu. In December 2002 the
      Company suspended operations in connection with the sale and distribution of
      its
      core product. In 2003, the Company’s revenues which commenced in June 2003 are
      derived from its Perceptre LLC software applications and revenue from the ARS
      customer base.





The
      following discussion should be read in conjunction with the consolidated
      financial statements provided under Part II, Item 8 of this Annual Report on
      Form 10-KSB/A (Note: On February 1, 2002, IA effected a one-for-five reverse
      stock split on its common stock and equivalents to shareholders of record as
      of
      November 30, 2001. In April 2003, the Company effected a one-for-three reverse
      stock split of its common stock and equivalents to shareholders of record as
      of
      April 23, 2003. All per share data and numbers of common shares and equivalents
      have been retroactively adjusted to reflect the latest reverse stock split.
      Certain statements contained herein may constitute forward-looking statements
      within the meaning of the Private Securities Litigation Reform Act of
      1995.





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





CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES





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





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





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





Other
      Disclosures for Shareholders’ Benefit





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





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


-7-


RESULTS
      OF OPERATIONS





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





The
      following financial discussion related to our operations.





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





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





Cost
      of Revenues and Gross Margin





IA
      reported 2003 cost of revenues of approximately $46,805 compared to $37,708
      in
      2002. Cost of revenues in 2003 relates to support services required in
      connection with services provided by the Company to its customers.





Sales
      and Marketing





Sales
      and marketing expenses were approximately $ 16,449 in 2003 as compared to
      $627,402 in 2002. The reduction is attributed to the new direction of the
      Company.





Research
      and Development





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





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





General
      and Administrative






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







Depreciation
      and Amortization







Depreciation
      and amortization expenses were approximately $17,000 in 2003 as compared to
      approximately $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 the additional depreciation was $240,000.




-8-
 Other
        Items





We
      had no interest income in 2003 as compared to approximately $21,000 in 2002,
      due
      to the fact the company had no cash or cash reserves.





Provision
      for Income Taxes





No
      provision for or benefit from income taxes was recorded for 2003 or
      2002.





Other





During
      2003 and 2002, we issued common stock to raise cash, to convert debt to equity,
      to settle lawsuits, to pay for services and to acquire assets. We also use
      stock
      options and warrants to reward and retain employees as well as to compensate
      consultants. We anticipate the continuation of this practice.





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





LIQUIDITY
      AND CAPITAL RESOURCES





Since
      inception, we had an aggregate net loss of $75.7 million. In order to continue
      operations, we will once again seek additional funding from outside sources.
      Among the options that are currently being explored to raise capital are the
      issuance of stock and/or debt financing. Without additional funding, IA will
      not
      be able to continue operations.





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





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





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





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





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





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


-9-


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


—
            potential
                fluctuations in operating results and uncertain growth
                rates;—
            limited
                market acceptance of our products;—
            concentration
                of our revenues in a single product suite;—
            our
                need to manage rapidly expanding operations; and—
            our
                need to attract and train qualified
                personnel.





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





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





VOLATILITY
      IN OUR STOCK PRICE MAY ADVERSELY AFFECT OUR BUSINESS





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


—
            our
                success or failure in meeting market expectations of our quarterly
                or
                annual revenues, net income or earnings per share;—
            announcements
                by us or our competitors regarding new services and products or
                technological innovations;—
            stock
                prices for many technology companies fluctuate widely for reasons,
                including perceived potential value, that may be unrelated to operating
                results; and—
            announcements
                of unusual events.





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





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





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





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


-10-


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





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


—
            limit
                the growth of the Internet;—
            create
                uncertainty or impose costs in the marketplace that could reduce
                demand
                for our products and services;—
            increase
                our cost of doing business;—
            expose
                us to increased litigation risk, substantial defense costs and significant
                liabilities associated with content available on our Web sites or
                distributed or accessed through our products or services, with our
                provision of products and services, and with the features or performance
                of our products and Web sites;—
            lead
                to increased product development costs or otherwise harm our business;
                and/or—
            decrease
                the rate of growth of our user base and limit our ability to effectively
                communicate with and market to our user
                base.





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





WE
      DO NOT PLAN TO PAY CASH DIVIDENDS ON OUR STOCK





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





IMPACT
      OF INFLATION





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







ITEM
      7. Financial Statements





REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the Board of Directors and Stockholders


Information
      Architects Corporation and Subsidiaries


Ft.
      Lauderdale, Florida





We
      have audited the consolidated balance sheet of Information Architects
      Corporation and subsidiaries (the “Company”) as of December 31, 2003, and the
      related consolidated statements of operations, shareholders’ equity, and cash
      flows for the year then ended. These financial statements are the responsibility
      of the Company’s management. Our responsibility is to express an opinion on
      these financial statements based on our audit. The financial statements as
      of
      December 31, 2002 and for the year then ended were audited by other auditors
      whose report dated April 25, 2003 on those statements included an explanatory
      paragraph describing conditions that raised substantial doubt about the
      Company’s ability to continue as a going concern.





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





In
      our opinion, the consolidated financial statements referred to above present
      fairly, in all material respects, the financial position of Information
      Architects Corporation and subsidiaries as of December 31, 2003 and the results
      of operations and its cash flows for the year then ended in conformity with
      accounting principles generally accepted in the United States of
      America.





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


**Jaspers
                + Hall, PC**
              
              
              BY:
                /s/Jaspers + Hall, PC
              ——————————————
              Jaspers
                + Hall, PC
              March
                3, 2005
              Denver,
                Colorado








F-1















**Report
      of Independent Registered Public Accounting Firm**








To
      the Board of Directors and Shareholders


Information
      Architects Corporation and Subsidiary








We
      have audited the consolidated statements of operations, changes in shareholders'
      deficit and cash flows of Information Architects Corporation and Subsidiary
      as
      of December 31, 2002. These consolidated financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these consolidated financial statements based on our audit.





We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      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
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall consolidated financial statement
      presentation. We believe that our audit provides a reasonable basis for our
      opinion.





In
      our opinion, the consolidated financial statements referred to above
      present


fairly,
      in all material respects, the consolidated results of operations and cash flows
      of Information Architects Corporation and Subsidiary for the year ended December
      31, 2002 in conformity with accounting principles generally accepted in the
      United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, the Company's recurring losses from
      operations, stockholders' deficit and suspension of all operations as of
      December 31, 2002 raise substantial doubt about its ability to continue as
      a
      going concern. Management's plans in regard to these matters are also described
      in Note 1. The consolidated financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.











/s/
      SALBERG & COMPANY, P.A.





SALBERG
      & COMPANY, P.A.


Boca
      Raton, Florida


April
      25, 2003










F-2










**INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**AS
      OF DECEMBER 31, 2003 and 2002**




**2003**
              **2002****ASSETS****CURRENT**Accounts
                  receivable
              
              
              $
              55,564
              
              $
              --**Total
                  Current Assets**
              
              
              
              55,564
              
              
              --**FIXED
                  - AT COST**Perceptre
                  software
              
              
              
              215,350
              
              
              --Office
                  equipment
              
              
              
              100,795
              
              
              --Total
                  fixed assets
              
              
              
              316,145
              
              
              --Less:
                  Accumulated depreciation and amortization
              
              
              
              (17,258
              )
              
              --**Net
                  Fixed Assets**
              
              
              
              298,887
              
              
              --**Total
                  Assets**
              
              
              $
              354,451
              
              $
              --**LIABILITIES
                  AND SHAREHOLDERS' EQUITY****LIABILITIES****CURRENT**Bank
                  indebtedness
              
              
              $
              5,695
              
              $
              --Accounts
                  payable and accrued charges
              
              
              
              1,984,036
              
              
              1,668,178Unearned
                  revenue
              
              
              
              --
              
              
              13,947Due
                  to affiliated entity
              
              
              
              8,500
              
              
              --**Total
                  Current Liabilities**
              
              
              
              1,998,231
              
              
              1,682,125**Total
                  Liabilities**
              
              
              
              1,998,231
              
              
              1,682,125**SHAREHOLDERS'
                  EQUITY (Deficit)**Preferred
                  stock, authorized - 1,000,000, par value$.001,-
                  issued and outstanding - 75,500(2002 - 75,500)
              
              
              
              76
              
              
              76Preferred
                  stock, Series B, authorized - 500,000, parvalue
                  $.001,-
                  issued and outstanding - 230,350(2002 - 0)
              
              
              
              230
              
              
              --Common
                  stock, authorized - 500,000,000, par value $.001-
                  issued and outstanding - 33,656,089(2002 - 4,082,095)
              
              
              
              33,656
              
              
              4,082Common
                  stock issuable - 10,950,000 shares(2002 - 5,000,000)
              
              
              
              10,950
              
              
              5,000Additional
                  paid in capital
              
              
              
              74,057,023
              
              
              68,606,342Accumulated
                  Deficit
              
              
              
              (75,745,715
              )
              
              (70,297,625)**Total
                  Shareholders' Equity (Deficit)**
              
              
              
              (1,643,780
              )
              
              (1,682,125)**Total
                  Liabilities and Shareholders' Equity (Deficit)**
              
              
              $
              354,451
              
              $
              --


See
      accompanying notes to Consolidated Financial Statements





F-3







**INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2003 AND 2002**


**2003**
              **2002****REVENUE**
              
              
              $
              208,225
              
              $
              63,125**OPERATING
                  EXPENSES**Cost
                  of sales
              
              
              
              46,805
              
              
              37,708Sales
                  and marketing
              
              
              
              16,449
              
              
              627,402Research
                  and development
              
              
              
              --
              
              
              710,196General
                  and administrative
              
              
              
              5,575,803
              
              
              7,443,653Depreciation
                  and amortization
              
              
              
              17,258
              
              
              1,010,411**Total
                  Operating Expenses**
              
              
              
              5,656,315
              
              
              9,829,370**LOSS
                  FROM OPERATIONS**
              
              
              
              (5,448,090
              )
              
              (9,766,245)**OTHER
                  INCOME (EXPENSES)**Interest
                  income
              
              
              
              --
              
              
              20,531Interest
                  expense
              
              
              
              --
              
              
              (1,104)Settlement
                  gain
              
              
              
              --
              
              
              3,517,395Loss
                  on disposal of assets
              
              
              
              --
              
              
              (1,520,095)Other
              
              
              
              --
              
              
              2,329**Total
                  Other INCOME (EXPENSES)**
              
              
              
              --
              
              
              2,019,056**NET
                  LOSS**
              
              
              $
              (5,448,090
              )
              $
              (7,747,189)Weighted
                  average common shares outstanding -Basic
                  and fully diluted
              
              
              
              34,916,556
              
              
              2,681,535Net
                  loss per share - Basic and fully diluted
              
              
              $
              (0.16
              )
              $
              (2.89)


See
      accompanying notes to Consolidated Financial Statements





F-4





**INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2003 AND 2002**


**2003**
              **2002****Cash
                  Flows >From Operating Activities:**Net
                  loss
              
              
              $
              (5,448,090
              )
              $
              (7,747,189
              )Adjustments
                  to reconcile net loss to netcash
                  used in operating activities:Depreciation
                  and amortization
              
              
              
              17,258
              
              
              1,010,411Stock
                  issued for services
              
              
              
              4,394,474
              
              
              1,239,633Settlement
                  gain
              
              
              
              --
              
              
              (3,517,395
              )Loss
                  on disposal of assets
              
              
              
              --
              
              
              1,520,095Other
                  comprehensive loss
              
              
              
              --
              
              
              33,530Changes
                  in assets and liabilities:Increase
                  in accounts receivable
              
              
              
              (55,564
              )
              
              --Decrease
                  in prepaid expenses
              
              
              
              --
              
              
              126,653Decrease
                  in other assets
              
              
              
              --
              
              
              9,404Increase
                  in accounts payable and accrued charges
              
              
              
              315,858
              
              
              3,478,350Decrease
                  in unearned revenue
              
              
              
              (13,947
              )
              
              (13,556
              )Increase
                  in loans payable
              
              
              
              8,500
              
              
              --**Net
                  Cash Used in Operating Activities**
              
              
              
              (781,511
              )
              
              (3,860,064
              )**CASH
                  FLOW FROM INVESTING ACTIVITES**Maturity
                  of short term investment
              
              
              -
              750,000Purchase
                  of fixed assets - net
              
              
              (316,145)
              (350,318)Proceeds
                  from sale of fixed assets
              
              
              -
              46,146**Net
                  Cash (used in) provided by Investing Activities**
              
              
              (316,145)
              445,838**Cash
                  Flows >From Financing Activities**Proceeds
                  from issuance of stock foracquisitions
              
              
              
              225,350Proceeds
                  from sale of stock - net
              
              
              
              866,611
              
              
              100,000Maturity
                  of short term investment
              
              
              
              --
              
              
              -Loan
                  to officer
              
              
              
              --
              
              
              9,944**Net
                  Cash Provided By Financing Activities**
              
              
              
              1,091,961
              
              
              109,944Net
                  change in cash
              
              
              
              (5,695
              )
              
              (3,304,282
              )Cash
                  and Cash Equivalents - Beginning of Year
              
              
              
              --
              
              
              3,304,282Cash
                  and Cash Equivalents (Bank indebtedness)-End
                  of Year
              
              
              $
              (5,695
              )
              $
              0Supplemental
                  disclosure of cash flowinformation:Interest
                  paid during the year
              
              
              $
              --
              
              $
              1,095Taxes
                  paid during the year
              
              
              $
              --
              
              $
              --**Supplemental
                  Disclosure of Non-cash Investing and Financing
                  Activities**166,667
                  Common Shares issued for debt
              
              
              
              -
              
              $
              100,000
 See
          accompanying notes to Consolidated Financial Statements





F-5








**INFORMATION
        ARCHITECTS CORPORATION**
 **CONSOLIDATED
        STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)**
 **YEARS
        ENDED DECEMBER 31, 2003 AND 2002**


**Preferred
                Stock**
            **Series
                B**
              **Preferred**
              **Stock**
            **Common
                Stock**
            **Common
                Stock**
              **Issuable**
            **Additional**
              **Paid
                In**
            **Accumulated**
            **Accumulated**
              **Other**
              **Comprehensive****Shares**
            **Amount**
            **Shares**
            **Amount**
            **Shares**
            **Amount**
            **Shares**
            **Amount**
            **Capital**
            **Deficit**
            **Loss**
            **Totals**Balance
                - December 31, 200195,500
            
            
            96
            
            
            --
            
            
            --
            
            
            2,162,555
            
            
            2,163
            
            
            --
            
            
            --
            
            
            67,169,034
            
            
            (62,550,436
            )
            
            (33,530
            )
            
            4,587,327Comprehensive
                loss:Translation
                adjustment
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            33,530
            
            
            33,530Net
                loss - Dec 31, 2002
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (7,747,189
            )
            
            --
            
            
            (7,747,189
            )Shares
                issued underemployee
                stock plan
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            1,540
            
            
            1
            
            
            --
            
            
            --
            
            
            4,573
            
            
            --
            
            
            --
            
            
            4,574Issuance
                of stock forServices
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            1,571,333
            
            
            1,571
            
            
            5,000,000
            
            
            5,000
            
            
            1,065,879
            
            
            --
            
            
            --
            
            
            1,072,450Common
                stock warrantsgranted
                to non-employees
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            167,183
            
            
            --
            
            
            --
            
            
            167,183Preferred
                sharesconverted
                to common
            
            
            
            (20,000
            )
            
            (20
            )
            
            --
            
            
            --
            
            
            13,333
            
            
            13
            
            
            --
            
            
            --
            
            
            7
            
            
            --
            
            
            --
            
            
            --Issuance
                of commonshares
                for cash, net
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            166,667
            
            
            167
            
            
            --
            
            
            --
            
            
            99,833
            
            
            --
            
            
            --
            
            
            100,000Conversion
                of debt toEquity
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            166,667
            
            
            167
            
            
            --
            
            
            --
            
            
            99,833
            
            
            --
            
            
            --
            
            
            100,000Balance
                - December 31, 2002
            
            
            
            75,500
            
            
            76
            
            
            --
            
            
            --
            
            
            4,082,095
            
            
            4,082
            
            
            5,000,000
            
            
            5,000
            
            
            68,606,342
            
            
            (70,297,625
            )
            
            --
            
            
            (1,682,125
            )Net
                loss - Dec 31, 2003
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (5,448,090
            )
            
            --
            
            
            (5,448,090
            )Issuance
                of commonshares
                for cash, net
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            5,851,437
            
            
            5,851
            
            
            --
            
            
            --
            
            
            860,760
            
            
            --
            
            
            --
            
            
            866,611Issuance
                of issuable shares
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            5,000,000
            
            
            5,000
            
            
            (5,000,000
            )
            
            (5,000
            )Issuance
                of common sharesfor
                services
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            18,437,000
            
            
            18,437
            
            
            10,950,000
            
            
            10,950
            
            
            4,365,087
            
            
            --
            
            
            --
            
            
            4,394,474Company
                Takeback ofFractional
                Shares due toReverse
                Split
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (158
            )
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --Issuance
                of commonshares
                on ARS acquisition
            
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            285,715
            
            
            286
            
            
            --
            
            
            --
            
            
            8,964
            
            
            --
            
            
            --
            
            
            9,250Issuance
                of Series B Preferenceshares
                on acquisition of:DayStar
            
            
            
            --
            
            
            --
            
            
            15,000
            
            
            15
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            735
            
            
            --
            
            
            --
            
            
            750Perceptre
                software
            
            
            
            --
            
            
            --
            
            
            215,350
            
            
            215
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            215,135
            
            
            --
            
            
            --
            
            
            215,350Balance
                - December 31, 2003
            
            
            
            75,500
            
            $
            76
            
            
            230,350
            
            $
            230
            
            
            33,656,089
            
            $
            33,656
            
            
            10,950,000
            
            $
            10,950
            
            $
            74,057,023
            
            $
            (75,745,715
            )
            $
            --
            
            
            (1,643,780
            )


See
      accompanying notes to Consolidated Financial
      Statements





F-6





INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
      31, 2003 AND 2002





NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Description
      of Business





Information
      Architects Corporation and Subsidiary (the “Company” or “IA”), a North Carolina
      corporation, was formerly a developer of dynamic content delivery and
      interchange infrastructure software solutions for both corporations and
      individuals. Due to the Company’s inability to achieve profitable operations and
      the lack of capital to continue to develop its product line and sales staff,
      the
      Company suspended its operations in December 2002 and wrote off all its assets.
      In 2003, the Company acquired the software of Perceptre, LLC (“ *perceptre* ”),
      Accurate Research Solutions, Inc. (“ARS”) and Daystar Telecom, Inc. (Daystar”)
      as outlined below and commenced providing services using the *perceptre* software.





Purchase
      Of *Perceptre* Software





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





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





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





The
      transaction was originally contemplated to be a share exchange as reported
      on
      Form 8-K dated December 16, 2002. In May 2002, an 8-K was filed stating that
      the
      transaction did not occur. Subsequent to that time the software
      acquisition








F-7








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





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





was
      completed. At the time the software acquisition was finalized, management of
      IA
      and Perceptre, LLC were related parties.





Acquisition
      Of Accurate Research Solutions, Inc.





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





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





Acquisition
      Of Daystar Telecom, Inc.





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





Segment
      Information





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





Going
      Concern





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








F-8








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





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





assets
      and the settlement of liabilities in the normal course of business. The Company
      through its acquisitions has been operating since June 2003 and has incurred
      losses of $5,448,090 in the year ended December 31, 2003 and HAS accumulated
      losses of $75,745,715 to December 31, 2003. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern. The ability of
      the Company to continue as a going concern is dependent on the Company’s ability
      to generate sufficient future revenue from the acquisition of the *perceptre* software and the other recent acquisitions and/or acquire other existing
      businesses that are able to generate profits. These financial statements do
      not
      include any adjustments that might be necessary if the Company is unable to
      continue as a going concern.





Basis
      of Presentation and Consolidation





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





Use
      of Estimates







The
      consolidated financial statements are prepared in accordance with generally
      accepted accounting principles in the United States of America. This preparation
      requires management to include amounts based on management’s prudent judgments
      and estimates that affect the amounts reported in the consolidated financial
      statements and accompanying notes. Actual results may differ from these
      estimates. Significant estimates made for the year ended December 31, 2003
      and
      2002 include the valuation of property and equipment and intangible assets
      for
      which impairment write downs have been recorded, valuation of stock based grants
      to employees and third parties, and valuation of the deferred tax
      assets.







Cash
      and Cash Equivalents





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





Long-Lived
      Assets





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








F-9








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





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





Property
      and Equipment





Property
      and equipment are stated at cost less accumulated depreciation.





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





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







For
      the year ended December 31, 2002, depreciation expense amounted to
      $1,006,120.





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 2002 and recorded a loss from the
      disposal of assets of $1,459,530 in 2002 included in “Loss from Disposal of
      Assets” in the accompanying “Statement of Operations”





For
      the year ended December 31, 2003 depreciation and amortization expense amounted
      to $17,258.





Revenue
      Recognition





For
      2002 revenues were recognized as services were rendered or provided over a
      contract period.





Since
      2003 the Company recognizes revenue as services are rendered. Services are
      considered rendered as background checks are requested.







Stock-Based
      Compensation





The
      Company accounts for stock options issued to employees in accordance with the
      provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting
      for Stock Issued to Employees,” and related interpretations. As such,
      compensation cost is measured on the date of grant as the excess of the current
      market price of the underlying stock over the exercise price. Such compensation
      amounts are amortized over the respective vesting periods of the option grant.
      The Company adopted the disclosure provisions of SFAS No. 123, “Accounting for
      Stock-Based Compensation,” which permits entities to provide pro forma net
      income (loss) and pro forma earnings (loss) per share disclosures for employee
      stock option grants as if the fair-valued based method defined in SFAS No.
      123
      had been applied. The Company accounts for stock options and stock issued to
      non-employees for goods or services in accordance with SFAS 123.








F-10








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





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





Comprehensive
      Income (Loss)





Other
      comprehensive income (loss) refers to revenue, expenses, gains and losses that
      under accounting principles generally accepted in the United States are included
      in comprehensive income (loss) but are excluded from net income (loss) as these
      amounts are recorded directly as an adjustment to stockholders’ equity, net of
      tax. The Company’s other comprehensive income (loss) is composed of foreign
      currency translation adjustments which were adjusted in 2002.







Research
      and Development





Research
      and development costs are expensed as incurred in 2002.





Advertising
      costs





Advertising
      costs were expensed as incurred in 2002.







Income
      Taxes





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





Net
      Loss Per Common Share







Basic
      loss per share is computed on the basis of the weighted average number of common
      shares outstanding. Diluted loss per share is computed on the basis of the
      weighted average number of common shares outstanding plus the effect of
      outstanding preferred shares using the “if-converted” method and outstanding
      stock options and warrants using the “treasury stock” method. For the years
      ended December 31, 2003,and 2002 all of the Company’s common stock equivalents
      were excluded from the calculation of diluted loss per common share because
      they
      were anti-dilutive, due to the Company’s net losses in those years. At December
      31, 2003 there were options and warrants outstanding to purchase 9,765,234
      common shares which may dilute future earnings per share.







Fair
      Value Of Financial Instruments





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








F-11








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





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





Fair
      Value Of Financial Instruments (continued)





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





Recent
      Accounting Pronouncements Issued, Not Adopted





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





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





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








F-12








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





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





Recent
      Accounting Pronouncements (Continued)





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





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





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







Reclassifications





Certain
      amounts in the 2002 consolidated Financial Statements were reclassified to
      conform to the 2003 presentation.










F-13








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





NOTE
      2 — COMMITMENTS AND CONTINGENCIES:





Legal
      Matters





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







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







NOTE
      3 — SHAREHOLDERS’ EQUITY (DEFICIT)





Convertible
      Preferred Stock





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





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





Series
      B Preferred Stock





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








F-14








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





NOTE
      3 — SHAREHOLDERS’ EQUITY (DEFICIT) (continued)





Series
      B Preferred Stock (Continued)





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





Common
      Stock





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







On
      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.





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 were presented as issuable
      at December 31, 2002 and issued in 2003.







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





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





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





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





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





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





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








F-15








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





NOTE
      3 — SHAREHOLDERS’ EQUITY (DEFICIT) (continued)





Common
      Stock(continued)





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





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





Stock
      Options and Warrants





Stock
      Option Plan





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





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







A
      summary of the options issued under the plan as of December 31, 2003 and 2002
      and changes during the years is presented below:












**Weighted
              Average Exercise**Outstanding
                December 31, 2001
            
            
            
            147,377
            
            $
            34
            .65Granted
            
            
            
            533,333
            
            $
            1
            .17Exercised
            
            
            
            -
            
            
            
            -Canceled
                and expired
            
            
            
            (671,753)
            
            $
            8
            .28Outstanding
                December 31, 2002
            
            
            
            8,957
            
            $
            86
            .25Canceled
                and expired
            
            
            
            (6,824
            )
            
            86
            .25Granted
            
            
            
            9,000,000
            
            
            
            .97Outstanding
                - December 31, 2003
            
            
            
            9,002,133
            
            $
            
            .99
















F-16








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





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





Common
      Stock(continued)





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


**Outstanding
                and Exercisable Options****Weighted**
              **Range
                of**
              **Exercise
                Price**
              **Shares**
            **Number
                of**
            **Remaining**
              **Contractual**
              **Life**
            **Average**
              **Exercise**
              **Price**$
            86
            .25
            
            2,133
            
            
            
            .64
            $
            86
            .25$
            
            .97
            
            9,000,000
            
            
            4
            .67
            $
            
            .97








Common
      Stock Warrants





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










**Number
                of Shares**
            **Weighted
                Average**
              **Exercise
                Price**Outstanding
                December 31, 2001
            
            
            
            59,471
            
            $
            26
            .10Granted
            
            
            
            704,000
            
            $
            0
            .87Exercised
            
            
            
            -
            
            
            
            -Canceled
                and expired
            
            
            
            -
            
            
            
            -Outstanding
                December 31, 2002
            
            
            
            763,471
            
            $
            2
            .82Granted
            
            
            
            --
            
            
            --Exercised
            
            
            
            --
            
            
            --Canceled
                and expired
            
            
            
            (370
            )
            
            118
            .20Outstanding
                December 31, 2003
            
            
            
            763,101
            
            $
            2
            .74










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








F-17








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





NOTE
      3 — SHAREHOLDERS’ EQUITY (DEFICIT) (continued)





Common
      Stock(continued)


**Outstanding
                and Exercisable Warrants****Range
                of**
              **Exercise
                Price**
            **Number
                of**
              **Shares**
            **Remaining**
              **Contractual**
              **Life**
            **Weighted**
              **Average**
              **Exercise**
              **Price**$                0.60
            583,333
            3.62
            $0.601.23
            33,333
            3.56
            1.231.14
            14,000
            3.52
            1.142.73
            50,000
            3.38
            2.732.73
            23,333
            3.15
            2.7319.95
            4,667
            2.62
            19.9529.31
            45,239
            1.44
            29.3124.45-67.50
            3,696
            0.92
            38.2815.90
            2,500
            0.82
            15.9030.00
            1,000
            0.43
            30.0032.40
            2,000
            0.18
            32.40763,101
            
            $2.74








Preferred
      Stock Warrants





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





Employee
      Stock Purchase Plan





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





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








F-18








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002







NOTE
      3 — SHAREHOLDERS’ EQUITY (DEFICIT) (continued)





Common
      Stock(continued)





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





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, reported below was
      estimated at the date of grant using the Black-Scholes option-pricing model
      with
      the following weighted average assumptions:


YEAR
                  ENDEDDECEMBER
                  31, 2002Dividend
                  yield
              -Expected
                  volatility
              147%Risk
                  free interest rate
              4.03%Expected
                  lives
              0.5
                  - 5 Years




The
      weighted average Black-Scholes value of options granted under the stock options
      granted during 2002 was $0.39 respectively.





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:


Year
                  ended December 31,2002Net
                  loss, as reported
              $
                  (7,747,189)Add:
                  Stock-based employee compensationexpense
                  included in net income, net ofrelated
                  tax effects
              -Deduct:
                  Total stock-based employeecompensation
                  expense determined underfair
                  value based method, net ofrelated
                  tax effects
              (905,124)Pro
                  forma net loss
              $
                  (8,652,313)Earnings
                  per share:Basic
                  and diluted - as reported
              $
                  (2.89)Basic
                  and diluted -pro forma
              $
                  (3.22)




**NOTE
      4 - SETTLEMENTS**





Operating
      Lease





In
      1998, the Company entered into an operating lease agreement with a lessor (an
      LLC) which was partially owned by the Company's president and majority
      shareholder. On December 20, 2002, the Company entered into an agreement (the
      "Assignment Agreement") with the lessor. In return for the president assigning
      his membership interest in LLC lessor to the other LLC members, the Company
      was


released
      from all it current and future obligations under the operating lease. During
      the
      second quarter, the Company 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, the Company reversed all
      liabilities related to the lease and recorded settlement income of $3,053,491.
      Rent expense under leases approximated $4,574,000 (includes additional rent
      of
      $3,750,000 discussed above), $1,879,000 and $1,791,000 in 2002, 2001 and 2000,
      respectively.








NOTE
      5 — INCOME TAXES





There
      was no income tax expense for the year ended December 31, 2003 and 2002 due
      to
      the Company’s net losses.





2002Computed
                  "expected" tax expense (benefit)
              $
                  (3,099,000)State
                  income taxes
              (390,000)Permanent
                  differences
              496,000Re-characterization
                  of prior year temporarydifferences
              (857,000)Change
                  in valuation allowance
              3,850,000$
                  -




The
      effects of temporary differences that gave rise to significant portions of
      deferred tax assets and liabilities at December 31, 2003 is as
      follows:


**Year
                Ended December 31,**
              **2003**
            **Year
                Ended December 31,**
              **2002**Net
                operating losscarryforward
            
            
            $
            26,400,000
            
            $2,603,000Valuationallowance
            
            
            
            (26,400,000
            )
            $(2,603,000)Net
                deferred taxassets
            
            
            $
            --










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







NOTE
      6 - OFFICE SPACE LEASE







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








F-19








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002







NOTE
      7 — RELATED PARTY TRANSACTIONS





A
      prior period loan in the amount of $9,944 made to an officer was repaid full
      in
      2002.





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





In
      1998, the Company entered into an operating lease agreement with a lessor (an
      LLC) which was partially owned by the Company's president and majority
      shareholder. On December 20, 2002, the Company entered into an agreement (the
      "Assignment Agreement") with the lessor. In return for the president assigning
      his membership interest in LLC lessor to the other LLC members, the Company
      was
      released from all it current and future obligations under the operating
      lease(see Note 4).





At
      December 31, 2002, 5,000,000 shares of common stock are issuable to Lewco
      Corporation. The key officer of Lewco Corporation is an immediate family member
      of a consultant affiliated with the Company.





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





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







NOTE
      8 — SUBSEQUENT EVENTS





Acquisition
      of Remote Credit Card Authentication Patent





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








F-20








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





NOTE
      8 — SUBSEQUENT EVENTS(continued)





Acquisition
      of ICABS.COM, Inc.





In
      continuing on its strategy of acquisitions that are complimentary to its
      services, the Company has entered into an Acquisition Agreement in March 2004
      with ICABS.COM, Inc. (“ICABS” or “iCABS”), a company specializing in the
      management of relationships between banks, processors and other financial
      institutions and corporate clients for the issuance of Pre-Paid Debit and Credit
      Cards. In exchange for 100% of the shares of ICABS, the Company issued 100,000
      Series C preferred shares. The company continues to focus on payroll, commission
      and expense programs (PCE) both in the United States and
      internationally.





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





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





Acquisition
      of International Monetary Exchange Systems Corporation (IMES)





Continuing
      on its strategy of acquisitions that are complimentary to its services,
      Information Architects entered into an Acquisition Agreement on March 9, 2004
      with IMES — International Monetary Exchange Systems Corporation, a company
      specializing in Pre-Paid Debit and Credit Cards primarily focused on the payroll
      card business and retail card programs. In exchange for 100% of the shares
      of
      IMES, the Company issued 50,000 Series C preferred shares. The IMES stored
      value
      products enhance the Perceptre product as with Perceptre we offer the HR
      department the tools to hire an employee and with IMES we offer the tools to
      pay
      an employee. IMES is primarily focused in marketing its own card programs
      directly to consumers and businesses. Working hand-in-hand with iCABS, which
      works directly with the issuing banks and processors, IMES strategy is to
      develop stored value card programs both here in the US and abroad.





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








F-21








INFORMATION
      ARCHITECTS CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


DECEMBER
      31, 2003 AND 2002





NOTE
      8 — SUBSEQUENT EVENTS(continued)





Acquisition
      of Assets and Liabilities of FFS Transaction, LLC





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





Legal
      Proceedings





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














F-22







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





Our
      former auditors, Salberg & Company P.A., was dismissed in August 2003 The
      company engaged Jaspers + Hall, PC on December 2, 2004. Salberg & Company’s
      report on our Consolidated 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..







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





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





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





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





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





ITEM
      8A. CONTROLS AND PROCEDURES





Within
      the 90 days prior to the filing of this report, the Company carried out an
      evaluation under the supervision and with the participation of the Company’s
      management, including the Company’s Chief Executive Officer and Chief Financial
      Officer, of the effectiveness of the design and operation of the Company’s
      disclosure controls and procedures as defined in Rule 13a-14(c) under the
      Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive
      Officer and Chief Financial Officer concluded that the Company’s disclosure
      controls and procedures were effective. There were not any significant changes
      in internal controls or in other factors that could significantly affect these
      controls subsequent to the date of their evaluation, including any corrective
      actions with regard to significant deficiencies and material
      weaknesses.





-11-





PART
      III





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





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


**Name**
            **Age**
            **Position**
            **Since**Michael
                Weinstein
            53
            CEO/Director
            December
                2002William
                Overhulser
            35
            COO
            December
                2003SecretaryRobert
                J. Desiderio
            63
            Director
            December
                2002








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





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





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





LATE
      FILINGS ON BENEFICIAL OWNERSHIP REPORTS





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





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


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





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





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





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





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





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





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





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





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








-12-





ITEM
      11. EXECUTIVE COMPENSATION





The
      following tables set forth information with respect to compensation paid by
      the
      Company for the services of the Company’s Chief Executive Officer and Chief
      Operation Officer for the year ended December 31, 2003 as they were not officers
      in 2002.


**SUMMARY
                COMPENSATION TABLE**
              **Long
                Term Compensation****Annual
                Compensation**
              **Awards**
            **Payouts****(a)**
            **(b)**
            **(c)**
            **(d)**
            **(e)****Name
                and Principle Position**
            **Year**
            **Salary
                ($)**
            **Bonus
                ($)**
            **Other**
              **Annual**
              **Compensation
                ($)**Michael
                Weinstein
            
            
            2003
            
            
            $
            132,000
            
            $
            --
            
            $
            --Chief
                ExecutiveOfficerWILLIAM
                OVERHULSER
            
            
            2003
            
            
            $
            19,391
            
            
            --
            
            
            --Chief
                OperatingOfficerLEON
                SHKLAR
            
            
            2002
            
            
            
            50,000
            
            
            --
            
            
            --THOMAS
                J. DUDCHIK
            
            
            2002
            
            
            
            50,000
            
            
            --
            
            
            --











OPTION/SAR
      GRANTS IN PRIOR FISCAL YEARS


**Individual
                Grants****(a)**
            **(b)**
            **(c)**
            **(d)****Name**
            **Number
                of**
              **Securities**
              **Underlying**
              **Options/SARs**
              **Granted(#)(1)**
            **%
                of Total**
              **Options/SARs**
              **Granted
                to**
              **Employees
                in**
              **Fiscal
                Year**
            **Exercise**
              **Price**
              **($/Sh)**Robert
                F. Gruder
            
            
            
            21,667
            
            
            53
            .5%
            $
            19
            .95J.
                Wayne Thomas
            
            
            
            8,333
            
            
            20
            .6%
            
            19
            .95Thomas
                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
            
            $
            0J.
                Wayne Thomas
            
            
            8/14/11
            
            
            
            0
            
            
            0Thomas
                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.








-13-





ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
      following table sets forth information regarding the beneficial ownership of
      the
      Company’s Common Stock as of April 15, 2004 by (i) each person who is known by
      the Company to own beneficially more than 5% of the Company’s outstanding Common
      Stock; (ii) each of the Company’s officers and directors and (iii) all of the
      aforementioned as a group:


**Names
                of Percent**
              **Beneficial
                Owner (1)**
            **Amount
                and Nature of Beneficial Ownership**
              **of
                Common Shares as of 12/31/03 of Class**William
                Overhulser
            
            
            407,768
                Common **0.0062%Greentech
                USA, Inc.
            
            
            26,350,000
                *39%TOTALS(
                2 )
            
            
            26,757,768








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





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





ITEM
      13. 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
      14. EXHIBITS AND REPORTS ON FORM 8-K





(a)(1)
      The following consolidated financial statements of Information Architects
      Corporation are included in Item 7:


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











-14-





ITEM
      15. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
      following table sets forth fees billed to us by our auditors during the fiscal
      years ended December 31, 2003 and December 31, 2002 for: (i) services rendered
      for the audit of our annual financial statements and the review of our quarterly
      financial statements, (ii) services by our auditor that are reasonably related
      to the performance of the audit or review of our financial statements and that
      are not reported as Audit Fees, (iii) services rendered in connection with
      tax
      compliance, tax advice and tax planning, and (iv) all other fees for services
      rendered.


(i)
            Audit
                Fees







**2002**
            **2003**HOLTZ
                RUBENSTEIN & CO., LLP
            
            
            $
                0
            
            
            $2500SALBERG
                & COMPANY, P.A
            
            
            $31500
            
            
            $2500HUNTER,
                ATKINS & RUSSEL, PLC
            
            
            
            
            
            $3000





(ii)
            Audit
                Related Fees





Salberg
                Company P.A.
            -
            $1,000





(iii)
            Tax
                Fees





None





(iv)
            All
                Other Fees





None










TOTAL
      FEES


**2002**
            **2003**HOLTZ
                RUBENSTEIN & CO., LLP
            
            
            $
                0
            
            
            $2500SALBERG
                & COMPANY, P.A
            
            
            $31,500
            
            
            $3500HUNTER,
                ATKINS & RUSSEL, PLC
            
            
            
            
            
            $3000








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





AUDIT-RELATED
      FEES. Consists of fees billed for assurance and related services that are
      reasonably related to the performance of the audit or review of our consolidated
      financial statements and are not reported under “Audit Fees.” There were no
      Audit-Related services provided in fiscal 2003 or 2002.





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





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







-15-





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





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





(1)(2)
      List of Exhibits








31
                & 32
            Sarbanes-Oxley
                Certification








(b)    
      Reports on Form 8-K





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





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





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





See
      Item 2





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





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





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





EXHIBITS





Exhibit
      16.





Letter
      from Holtz Rubenstein & Co., LLP





SIGNATURES





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


DATED:
                August 23, 2005
            
            BY:
                /S/ RolandBreton——————————————
              Roland
                Breton
              Interim
                Chief Executive Officer
              
              BY:
                /S/ William Overhulser
              ——————————————
              William
                Overhulser
              Interim
                Chief Financial Officer
              
              BY:
                /S/ William Overhulser
              ——————————————
              William
                Overhulser
              Interim
                Principal Financial Officer








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


DATED:
                August 23, 2005
            
            BY:
                /S/ Roland Breton
              ——————————————
              Roland
                Breton
              Interim
                Chief Executive Officer
              
              
              BY:
                /S/ William Overhulser
              ——————————————
              William
                Overhulser
              Interim
                Chief Financial Officer
              
              
              BY:
                /S/ William Overhulser
              ——————————————
              William
                Overhulser
              Interim
                Principal Financial
                Officer