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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Year Ended December 31, 2003            Commission File Number:  0-26777

                   InteliSys Aviation Systems of America Inc.
                 (Name of small business issuer in its charter)

             Delaware                                   22-3662292
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

          815 Bombardier Street
     Shediac, New Brunswick, Canada                        E4P 1H9
(Address of principal executive offices)                 (Zip Code)

         Issuer's telephone number, including area code: (506) 532-8515

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

                                      None

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

                     Common Stock, par value $.001 per share
                                (Title of Class)

         Check whether the issuer (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 the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes [X] No [ ]

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

         The issuer's revenues for its most recent fiscal year were $1,039,429.


<PAGE>

         Based on the closing sales price of the Common Stock on April 12, 2004,
the  aggregate   market  value  of  the  voting  stock  of  registrant  held  by
non-affiliates was $2,707,310.

         The registrant has 23,797,724  shares  outstanding as of April 12, 2004
and 21,788,333 issued and outstanding Special Class B Exchangeable Shares in the
registrant's  wholly-owned  subsidiary InteliSys Acquisition Inc. As outlined in
Note 2 (a) to the  Financial  Statements,  the  exchangeable  shares  have equal
voting rights and equal economic value as the common shares of the registrant as
they may be exchanged by the holder  thereof at any time on a one-for-one  basis
for common stock of the  registrant,  and if not exchanged prior to December 31,
2012, will be exchanged for common shares of the registrant on that date.

Documents Incorporated By Reference:  None

Transitional  Small Business  Issuer  Disclosure  Format (check one):
Yes [ ] No [X].


<PAGE>


         TABLE OF CONTENTS                                             PAGE


PART I

         Item 1.  Description of Business
         Item 2.  Description of Property
         Item 3.  Legal Proceedings

         Item 4.  Submission of Matters to a Vote of Security Holders

PART II

         Item 5.  Market for Common Equity and Related Stockholder Matters
         Item 6.  Management's Discussion and Analysis or Plan of Operation
         Item 7.  Financial Statements
         Item 8.  Changes in and Disagreements with Accountants on Accounting
                     and Financial Disclosure

         Item 8A. Controls and Procedures

PART III

         Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                    Compliance with Section 16(a) of the Exchange Act

         Item 10. Executive Compensation

         Item 11. Security Ownership of Certain Beneficial Owners
                     and Management and Related Stockholder Matters

         Item 12. Certain Relationships and Related Transactions
         Item 13. Exhibits and Reports on Form 8-K
         Item 14. Principal Accountant Fees and Services


SIGNATURES


<PAGE>

CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

InteliSys  Aviation Systems of America Inc. (the "Company" or "we" or "our") has
made  forward-looking  statements  (within the meaning of the Private Securities
Litigation  Reform  Act of 1995) in this  report  that are  subject to risks and
uncertainties,  such as  statements  about our plans,  objectives,  projections,
expectations,  assumptions,  strategies, or future events. Other written or oral
statements,  which constitute forward-looking  statements, also may be made from
time to time by or on behalf of the  Company.  Words  such as "may,"  "expects,"
"anticipates,"  "intends," "plans,"  "believes,"  "seeks,"  "estimates," "will,"
"should,"  "could,"  variations  of such  words,  and  similar  expressions  are
intended to identify such forward-looking statements. Similarly, statements that
describe  the   Company's   future   plans,   objectives,   or  goals  also  are
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance  and are  subject  to a number  of risks,  uncertainties,  and other
factors,  including  those  discussed  below and elsewhere in this report,  that
could  cause  actual  results  to  differ   materially   from  future   results,
performances,  or  achievements  expressed  or implied  by such  forward-looking
statements.   Consequently,  undue  reliance  should  not  be  placed  on  these
forward-looking  statements.  The Company  undertakes  no  obligation  to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

The Company  believes that the following  factors,  including but not limited to
the risk factors contained herein, could affect its future performance and cause
actual results of the Company to differ  materially  from those  expressed in or
implied by forward-looking  statements made by or on behalf of the Company:  (a)
general economic  conditions;  (b) regulatory changes or interpretations of such
regulations;  (c) uninsurable risks, including acts of terrorism; (d) unexpected
losses,   (e)  risks  related  to  competition  from  established  and  emerging
competitors;  (f) risks that our  revenues  are highly  dependent  on the travel
industry  which is  experiencing  a prolonged  decrease in  business;  (g) risks
related to our financial leverage;  (h) risks that rapid  technological  changes
may render our technology obsolete; (i) risks to our customers;  (j) disruptions
in  capital  markets;  and (k)  risks  related  to the fact  that we are not yet
profitable and need additional capital to fund our operations.

Subsequent  written and oral  forward-looking  statements  attributable to us or
persons  acting on our behalf are expressly  qualified in their  entirety by the
cautionary  statements  set forth above and  contained  elsewhere in this Annual
Report on Form 10-KSB.

                                     PART I

Item 1.  Description of Business.

InteliSys Aviation Systems of America Inc. is a provider of integrated  software
solutions for regional,  mid-sized  airlines and fleet  operators.  Our software
enables air carriers to improve their operations by providing solutions that are
integrated,  adaptable  and  can be  deployed  in a cost  effective  manner.  In
addition,  our software  assists  airline  operators in key areas such as record
keeping, regulatory compliance,  capacity planning and resource allocation while
managing maintenance requirements to seamlessly optimize operations.


<PAGE>

Corporate History

In August of 2003,  the  Company  changed its name from Apta  Holdings,  Inc. to
InteliSys Aviation Systems of America Inc. ("IASA") pursuant to a consent of the
Company's shareholders, to better reflect its new business activities.

The Company was  incorporated  on June 4, 1999.  We were engaged in two lines of
business,  owning and  operating  income  producing  real estate,  and a finance
business which  originated and serviced loans to individuals  and to businesses.
The real estate business was spun off in 2000. The finance  business was sold on
December 31, 2002.

On December  31, 2002,  we acquired  Convergix,  Inc.,  a Canadian  corporation,
pursuant to a share exchange agreement dated November 22, 2002.  Pursuant to the
agreement,  IASA issued  3,295,000  shares of its common  stock plus  21,788,333
"exchangeable shares" in InteliSys  Acquisition,  Inc. a subsidiary of IASA. The
exchangeable  shares have equal voting rights and equal  economic  value as IASA
common  shares.  These  shares may be  exchanged  by the holder at any time on a
one-for-one basis for IASA common shares, and if not exchanged prior to December
31, 2012, will be exchanged for IASA common shares on that date. Throughout this
document,  the exchangeable shares are treated as common stock equivalents.  All
references to IASA common stock include the exchangeable shares unless otherwise
noted.

The address and telephone  number of our main office is 815  Bombardier  Street,
Shediac, New Brunswick, Canada, E4P 1H9, (506) 532-8515 or 1-877-532-8515

Cynaptec   Information   Systems  Inc.   ("Cynaptec"),   also  a  New  Brunswick
corporation, is a wholly-owned subsidiary of Convergix.  Convergix also owns 53%
of the  issued  and  outstanding  shares  of  InteliSys  Aviation  Systems  Inc.
("InteliSys"),  a Canadian  corporation,  with the  remaining 47% being owned by
Cynaptec.

All dollar amounts reported herein are in United States dollars unless otherwise
noted. The approximate conversion rate as of December 31, 2003 was CAD $1.00 for
USD $.78.

Development of the Business

Our business originally  operated as a sole  proprietorship in Montreal,  Quebec
from 1983 until April  1999.  In April of 1999,  we  relocated  to Shediac,  New
Brunswick  in order to join  forces with  Cynaptec,  an  Information  Technology
integrator.

In January,  2001,  Convergix Inc. was incorporated and Cynaptec became a wholly
owned  subsidiary  of  Convergix.  Convergix  also  owned 53% of the  issued and
outstanding  common  shares of  InteliSys.  Cynaptec  owns the  remaining 47% of
InteliSys.


<PAGE>

We then embarked on a project to complete the development of an integrated suite
of airline management software. The resulting comprehensive suite was branded as
"Amelia".

In June 2001,  under a new  management  team, our research and  development  was
curtailed,  and focus was applied  towards  sales and marketing of our existing,
developed modules.  Cynaptec's operations were wound down and its personnel laid
off. Presently, our principle business is providing our software to our customer
base for  installation  on their  computer  system or via the internet using our
computer system. We currently  provide services to 21 clients.  Client contracts
are   generally  for  terms  of  thirty-six  to  sixty  months  with  fixed  and
volume-based charge components.

Products and Services

Software

Amelia enables air carriers to improve their  operations by providing  solutions
that are integrated,  adaptable, and can be deployed in a cost effective manner.
In  addition,  Amelia  assists  airline  operators  in key areas  such as record
keeping, regulatory compliance,  capacity planning and resource allocation while
managing maintenance requirements to seamlessly optimize operations.

The Amelia software  solution  consists of four fully integrated  product-suites
that address the operational needs of mid-size airline and fleet operations:

o        Flight Operations
o        Reservations and Scheduling
o        Human Resources
o        Maintenance

The Amelia solution can be rapidly  activated with airline carriers going online
in a matter of days or weeks.  Amelia  can be  installed  directly  at  customer
locations  or  through  an  Application  Service  Provider  (ASP)  model via the
Internet,  using our computer system.  This ASP model allows Amelia customers to
avoid investment in expensive computer  hardware.  The benefit to us is that the
ASP model provides a revenue stream over a number of years.

Hosting Services

We  provide  the  Amelia  solution  to our  customers  on a  hosted  basis.  The
databases,  applications, web services, e-commerce and communication servers are
maintained  at our  on-site  data  center.  This allows our  customers  to fully
utilize the latest version of our software with minimal additional investment in
hardware.  The  advantage to us is that it provides us with a recurring  revenue
stream.


<PAGE>




Custom Programming

We  derive  significant  revenues  from  custom  programming  work  whereby  our
developers   customize   existing   applications   for   a   specific   client's
configuration, or develop completely new functionality.

Implementation Services

We provide  implementation  support to our  clients in order to provide a smooth
transition  from the  client's  existing  systems to the Amelia  solution.  This
requires  significant  time in assessing  the  client's  ability and capacity to
adopt a new  solution and to determine  the  solutions  scope and fit within the
client's organization.  Follow up is provided to ensure training was received in
a timely  manner  and that the  client  is using  all  aspects  of the  solution
effectively.  Implementation  also includes assisting the clients with their own
infrastructure and technical set-up.

Support

We provide 24x7x365  technical and application  support to our clients.  Primary
method of  contact  is e-mail or MSN  Messenger.  Telephone  access is  provided
through our phone system and  forwarded to assigned  technicians'  mobile phones
and pagers for off-hours support. We are the first response support facility for
all technical areas,  including client side  infrastructure  and  communications
issues.

Education and Training

Training is provided by an IASA-provided  trainer.  Typically,  this training is
carried out at the client's  site.  Training is also  available  through  remote
sessions during which the trainer "shadows" the client side user,  employing the
shadow  functionality in the operating  software.  This permits the user and the
trainer to collaborate and work together in a single session. Implementation and
Training is available in English, French, Spanish and German.

The Market

We estimate  that there are 25,728 air carriers in the world.  This includes all
commercial, charter, passenger and freight carriers, governments and certain law
enforcement agencies. This grouping can be further separated by size of aircraft
and total  fleet  makeup,  as this  clearly  defines  the  applicability  of our
solutions.  This number can be broken down further by  segmenting  them into the
following categories:


<PAGE>




o Carriers in the "Upper Tier" or Mega Carrier segment.  These are carriers with
fleets  containing  aircraft with maximum  gross weights of 50,000  kilograms or
more per  aircraft.  This clearly  defines the  international  carriers  such as
United Airlines, British Airways, JAL and Lufthansa.

o 2,819 Carriers make up the "Middle Tier" or mid-sized  airline segment.  These
are carriers  with fleets  containing  smaller,  regional  aircraft with maximum
gross weights  between 6,000 and 50,000  kilogram's  per aircraft.  This defines
smaller  international  carriers like Aer Lingus on the high end of the segment,
down to smaller organizations such as Air Ambulance operators.

o 1,959  Carriers  make up the "Lower Tier"  segment.  These are  carriers  with
fleets  containing  small  aircraft,  typically  business  jets  and  King  Air,
cabin-class  turboprop  aircraft.  These aircraft have a maximum gross weight of
less than 6,000 kilograms.

o  1,450  Carriers  make  up  the  "Bottom  Tier"   segment.   These  are  small
organizations operating single engine piston aircraft, typical of flight schools
and professionals requiring personal aircraft for transportation.

o 3,000 Fixed Base Operators (Source: ACU-KWIK 2001)

o 3,299  Maintenance,  Repair & Overhaul (MRO)  facilities in the U.S.  (Source:
Aviation Maintenance, July 2000)

o 13,105 Corporate  operators and flight  departments with a total fleet size of
over 22,000 corporate aircraft (Source: NBAA Membership Review 2001)


Each of these  segments,  excluding  the Upper Tier,  is a target for the Amelia
suite of products.  This results in a total  potential  client market for Amelia
well in excess of 25,000  organizations.  To date,  we receive  from our typical
customer  $[56,000] in recurring  revenue  annually.  Initial  one-time  charges
average $[18,000] per customer.

Prior to and  subsequent  to the events of September  11th,  2001 the Upper Tier
segment has been sustaining heavy financial losses. However,  despite the tragic
events of September 11, 2001, we expect that our target market, the mid to lower
tier  segments,  will grow in part, as a result of service  curtailments  by the
Upper Tier segment.

Regulatory Environment

The aviation industry is one of the most highly regulated of all industries. All
carriers must adhere to the rigorous application of regulations intended to keep
the traveling  public safe.  Carriers view these  regulations as vital to assure
the traveling  public safe conveyance in their aircraft.  In order for a carrier
to maintain their legal ability to operate, they must certify that they meet all
regulatory   requirements  for  crew   utilization,   crew  training,   aircraft
maintenance,  and the planning and  operation  of each flight.  Amelia  provides
efficient  and  approved  systems  allowing  the  carrier  to  streamline  their
compliance processes in a cost-effective  manner. Amelia addresses each of these
requirements, including the following:


<PAGE>

Crew  Utilization:  Regardless of  jurisdiction  and country of  enforcement,  a
crewmember  is limited as to the number of hours  spent  engaging  in  different
aspects of their work. These time elements are:

1. Duty Time - Time spent carrying out duties before, during and after a flight.

2. Flight Time - Time between departure from the gate to arrival at the gate and
engine shutdown.

Crew Training:  An operator is obligated to keep the training of its crewmembers
current.  Failure  to do so may  result  in  the  operator's  certificate  being
revoked.  The operator must demonstrate that they are accurately  recording past
training  histories  and are  able to  project  training  requirements  into the
future.  There  must  also be a  facility,  which  assures  the  carrier  that a
crewmember with insufficient or expired training cannot fly.

Aircraft  Maintenance:  Each component in the  possession of a carrier,  whether
installed on an aircraft or in inventory,  must be tracked. Each part is subject
to various limitations,  which may run concurrently. The carrier is obligated to
know the exact  accumulated  time for each  component  so as not to  exceed  the
manufacturer's  limitations.   Additionally,  all  repair,  overhaul  and  refit
information must be painstakingly tracked.  Annually, the carrier must submit to
audits to verify the  carrier's  compliance to these  regulations.  From time to
time, the aircraft manufacturer or the manufacturer of a component will issue an
Airworthiness  Directive or a Service  Bulletin.  This  obligates the carrier to
inspect,  verify or replace a component or system.  Failure to comply with these
regulations may result in suspension or revocation of a carrier's certificate.

Planning  and  Operation of a Flight:  In addition to crew and aircraft  safety,
regulations  are also in place to ensure the proper  procedures  are followed in
planning and operating a flight.  Prior to departure,  an aircraft is "released"
by the  maintenance  department,  and  certified to be without  defect.  Once an
aircraft is released,  its load is planned and the  dispatchers  are required to
develop a load plan and calculate the aircraft's  center of gravity based on the
given load's  distribution.  Once the aircraft is actually loaded, the center of
gravity is re-calculated  based on the actual position of the passengers  and/or
freight.  If the aircraft is not within  limitations or the structural limits of
the aircraft  are exceeded in any way, the aircraft is not  permitted to depart.
The final  Weight and Balance  index  values are required to be printed with one
copy kept on board, and another kept at the departing station.

An official  certified  Flight Plan must be developed and filed with air traffic
control and flow  control  authorities.  The flight plan  dictates the route the
flight  shall take,  fuel  consumed en route,  arrival  schedule  and  alternate
airports.  Forecast  weather  observations and  prognostications  for the entire
route and its  alternate  airports  are required to be on board the aircraft for
the flight.


<PAGE>

Competition

We compete in a marketplace with a large number of vendors.  These vendors range
from  small  owner-managed  operations  to  large,  well-financed  international
organizations.  Aside  from the  Upper  Tier,  there is no  dominant  vendor  or
organization.  We believe that the majority of  competitors  and  customers  are
using older technology than that which we provide.

We estimate that there are currently approximately 74 companies that provide one
or more of the  services  which  we  provide.  We  believe  that  most of  these
competitors  do not  provide as  comprehensive  a set of  services  as we do. We
consider the following companies to be our principal competitors:

Camp Systems International (U.K.)  OpenSkies
Sabre (U.S.)                       Pentagon 2000
AIMS                               RESIII
AvBase                             Trax
DRBA                               Skyline
NavPak                             Competitor


The marketplace is highly  competitive.  Technology and its applications  within
the  aviation  industry  are in a rapid and  continual  state of  change.  To be
effective,  we must continue to develop and market  offerings that meet changing
user needs and respond to  technological  changes on a timely and cost effective
basis.

Operations

We operate a fully  redundant  data center  built and  maintained  to  standards
imposed by clients such as Amex Canada and Transport Canada. The excess capacity
available  allows us to host third  party  applications.  The  redundant  power,
communication  and environment  systems allow us to host complex,  sensitive and
high-availability applications.

Our data center  consists of three  Compaq  server  racks with ML-3xx and Photon
series  servers.   Our  production  server  consists  of  two  database,   three
application  and  two  web  server  clusters  providing   three-level   hardware
redundancy. Demonstration and evaluation implementations are not hosted from the
production environment.  For security, the data center has card access and video
surveillance  as well as motion  alarms  connected to the  facility's  monitored
alarm system.  Fire  protection is provided by an FM-200 inert gas  (halon-like)
system.  Backup  power is provided  via three banks of  hard-wired  UPS's and an
automatically engaged diesel generator.  Primary communication is provided via a
primary  2MB  fiber  optic  link to the  Internet;  secondary  communication  is
provided by a 512KB frame relay connection.


<PAGE>

We  estimate  that  we are  utilizing  approximately  23% of our  communications
capacity and 25% of our computer  system  capacity.  No significant  data center
upgrades are anticipated for the foreseeable future.

Marketing

We intend to expand  existing  customer  relationships  by  introducing  upgrade
programs for customers,  and  strategically  positioning the "integrated  suite"
concept (i.e. selling other parts of the Amelia suite to existing customers).

Marketing Strategies

Direct  Marketing:  We  currently  market our products and services via a direct
sales force, utilizing telemarketing and direct mail.

Alliance  Partner  Strategy:  We are  developing  a program to attract  alliance
partners who will market our products outside of North America.

Advertising:  Given that the market and prospects are readily  identifiable  and
industry  players are very well  documented,  we focus our  advertising  plan on
Airline Industry  publications and journals  highlighting  specific major events
and trade shows.

Product Development

Our product development platform is based on an Internet architecture  comprised
of interconnected database servers,  application servers and client computers or
devices running thin-client software or web browsers.  Internet computing allows
business information and applications to be managed from centralized  locations.
End users can access their data and applications through thin-client software or
standard  web  browsers.   Database  servers  manage  the  underlying   business
information,   while   application   servers  run  the  business   applications.
Professional  information technology managers typically manage these servers. In
contrast,  traditional  client/server  computing architectures require that each
client  computer run and manage its own  applications  and also be updated every
time an application  changes. We believe that the network-centric  design of our
software for Internet  computing  improves network  performance and data quality
and helps our customers  better control  installation,  maintenance and training
costs associated with information technology infrastructure. We will continue to
enhance our  existing  products  and develop new  products to meet the  changing
needs of our customers.

Intellectual Property and Other Proprietary Rights

We rely  primarily on a  combination  of copyright  and  trademark  laws,  trade
secrets,  confidentiality  procedures and contractual  provisions to protect our
proprietary technology.  For example, we license our software pursuant to signed
license agreements,  which impose certain restrictions on the licensees' ability
to utilize the software.  In addition,  we seek to avoid disclosure of our trade
secrets,  including  requiring  those  persons  with  access to our  proprietary
information to execute confidentiality agreements with us and restricting access
to our source code.  We seek to protect our  software,  documentation  and other
written  materials  under trade  secret and  copyright  laws,  which afford only
limited protection.


<PAGE>

We have  applied to register  five  trademarks  to protect  the Amelia  software
system,  one in Canada  (application  no. 1032998) and four in the United States
(applications nos.  76135724,  76135723,  76135722 and 76135721).  Of these, the
Canadian  application  and one U.S.  application  (no.  76135724,  for  business
management consulting services) have been allowed (but not yet registered);  the
other  applications  have  been  granted  a  first  extension  of time to file a
statement of use.

Despite our efforts to protect our proprietary rights,  unauthorized parties may
attempt to copy aspects of our products or to obtain and use information that we
regard as proprietary.  Policing  unauthorized use of our products is difficult,
and, while we are unable to determine the extent to which piracy of its software
products exists,  software piracy can be expected to be a persistent problem. In
addition, the laws of many countries do not protect our proprietary rights to as
great an extent as do the laws of the United  States.  There can be no assurance
that our means of protecting our proprietary rights will be adequate or that our
competitors will not independently develop similar technology.

To date, we have not been notified  that our products  infringe the  proprietary
rights of third  parties,  but there can be no assurance that third parties will
not claim  infringement  by us with  respect to current or future  products.  We
expect  that  software  product  developers  will  increasingly  be  subject  to
infringement  claims as the number of products and  competitors  in our industry
segment grows and the  functionality of products in different  industry segments
overlaps.  Any such  claims,  with or without  merit,  could be  time-consuming,
result in costly  litigation,  cause  product  shipment  delays or require us to
enter  into  royalty  or  licensing   agreements.   Such  royalty  or  licensing
agreements,  if required,  may not be available on terms  acceptable to us or at
all,  which could have a material  adverse  effect upon our business,  operating
results and financial condition.

Employees

As of December 31, 2003, we employed 21 individuals,  17 of whom were engaged in
operations and customer service,  2 in sales,  marketing and related  activities
and 2 in finance  and  administration.  Our success is highly  dependent  on our
ability to attract and retain qualified employees. The loss of any of our senior
management  or other key sales and  marketing  personnel  could  have a material
adverse effect on our business, operating results and financial condition.


<PAGE>


Factors that May Affect Future Results

Limited Operating History; History of Operating Losses:

We have only recently  emerged from our  development  stage.  As of December 31,
2003, we had entered into a limited number of contracts for the provision of our
software products, and only commenced sales in 2001. Accordingly, we have only a
limited history upon which an evaluation of our prospects and future performance
can be made.  Such  prospects  must be  considered  in the  light  of risks  and
difficulties frequently encountered by new businesses facing intense competition
in an evolving industry, where products have yet to obtain widespread commercial
acceptance and are characterized by rapid technological obsolescence.

From inception through December 31, 2003, we have incurred  cumulative losses of
$8,186,017.

Future  operating  results will depend on many factors,  including the growth of
our targeted  market,  demand for our  products,  the level of product and price
competition,  our success in expanding  our direct sales force and  distribution
channels,  and our ability to develop and market new products and control costs,
together with general economic conditions and other factors.

Significant Capital Requirements and a Need for Additional Financing:

We have an immediate need for cash in order to pay obligations currently due and
to finance our business operations.  Although we believe that we have sufficient
resources to conduct our operations for several months, our continued operations
thereafter  will depend upon the  availability  of cash flow,  if any,  from our
operations,  or our ability to raise  additional  funds  through  equity or debt
financing.  There  is no  assurance  that we will be able to  obtain  additional
funding  when  it is  needed,  or  that  such  funding,  if  available,  will be
obtainable  on terms  acceptable  to us. If our  operations  do not  produce the
necessary  cash flow, or if we cannot  obtain needed funds,  we may be forced to
reduce or cease our activities with  consequent loss to investors.  In addition,
should we incur significant  presently unforeseen expenses or delays, we may not
be able to accomplish our goals.

On January 8, 2004,  the Company  entered  into an  agreement  with  Californian
Securities,  S.A. to initiate an offshore  placement  for  12,480,000  shares of
common stock,  pursuant to an exemption from registration afforded by Regulation
S of the  Securities  Act of 1933.  Through April 12, 2004, the Company has sold
5,754,387 shares resulting in gross proceeds of $372,735.

We have no other current arrangements with respect to, or sources of, additional
financing  and there  can be no  assurance  that  additional  financing  will be
available to us on  commercially  reasonable  terms, if at all. Any inability to
obtain  additional  financing  could  have  a  material  adverse  effect  on us,
including  possibly   requiring  us  to  significantly   curtail  or  cease  our
operations.


<PAGE>

Development of Markets Required for Successful Performance by IASA:

We have only recently commenced significant marketing activities,  and there can
be no assurance  that our marketing  program will be  successful.  Our financial
performance will depend, in part, on market acceptance of Amelia and our hosting
services,  and on  whether  we can meet and  adapt  to the  requirements  of our
customers,  both in terms of performance and price.  Achieving market acceptance
for our products will require substantial  marketing efforts and the expenditure
of significant funds.

Intense Competition:

New trends and development of new  technologies  could have an adverse effect on
our current technology.  The market is subject to rapid change. Competitors vary
in size and in the range of  products  and  services  they  offer.  We expect to
experience  additional  intense  competition from other established and emerging
companies.  Similar  software  is  available  in all of our  markets.  Increased
competition  could result in price reductions,  reduced  transaction size, fewer
customer  orders,  reduced gross margins and loss of market share,  any of which
could have a material  adverse  effect on our  business,  operating  results and
financial condition.

Rapid Technological Change and Dependence on New Products:

The market for our  software is  characterized  by rapid  technological  change,
frequent  new  product  introductions  and  evolving  industry  standards.   The
introduction of products incorporating new technologies and the emergence of new
industry standards could render existing products obsolete and unmarketable. The
life cycles of our products are difficult to estimate.  Our future  success will
depend  largely upon our ability to enhance our current  products and to develop
and introduce, on a timely basis, new products that keep pace with technological
developments  and  emerging  industry  standards,  and address the  increasingly
sophisticated needs of our customers.  There can be no assurance that we will be
successful in developing and marketing product enhancements or new products that
respond to technological change or evolving industry standards, that we will not
experience  difficulties that could delay or prevent the successful development,
introduction  and  marketing  of these  products,  or that our new  products and
product  enhancements  will adequately meet the  requirements of the marketplace
and achieve market  acceptance.  We have  previously  experienced  delays in the
development  and  introduction  of new  products and product  enhancements.  The
length  of these  delays  has  varied  depending  upon the size and scope of the
project and the nature of the problems encountered.  If we are unable to develop
and  introduce  new products or  enhancements  of existing  products in a timely
manner or if we experiences  delays in the commencement of commercial  shipments
of new products and enhancements,  our business, operating results and financial
condition would be materially adversely affected.


<PAGE>

Risks Associated with International Operations:

We plan to expand our operation into Europe, the Middle East and Asia which will
require  significant  management  attention  and  financial  resources.  We have
committed   and  continue  to  commit   significant   resources  to   developing
international  sales and support  channels.  There can be no assurance  that our
efforts to develop  international sales and support channels will be successful,
and the  failure of such  efforts  could have a material  adverse  effect on our
business, operating results and financial condition.

Management of Growth and Dependence on Key Personnel:

The success of IASA will be largely  dependent on the efforts of our management.
We  have  no  employment  agreements  with  individuals  in  various  managerial
positions,  and there can be no assurance  that such persons will continue their
employment  with  us.  The  loss of the  services  of one or  more  of such  key
personnel  could have a material  adverse  effect on our ability to maximize our
use  of our  products  and  technologies  or to  develop  related  products  and
technologies.  Our  future  success  will  depend  largely  upon our  ability to
attract,  retain and motivate highly skilled employees.  Qualified employees are
in great demand and are likely to remain a limited  resource for the foreseeable
future.  There can be no  assurance  that we will be able to continue to attract
and retain sufficient numbers of highly skilled  employees.  If we are unable to
hire,  train and retain  qualified  engineers  and our  management  is unable to
manage  growth  effectively,  our  business,  operating  results  and  financial
condition could be adversely affected.

Risk of Software Defects:

Software products are complex and may contain errors or defects, especially when
first  introduced or when new versions or  enhancements  are  released.  Despite
product testing by us and by our potential customers,  there can be no assurance
that  defects and errors will not be found in new products or in new versions or
enhancements of existing  products after  commencement  of commercial  shipment.
Such discovery could result in failure to achieve market acceptance, which could
have a  material  adverse  effect  upon  our  business,  operating  results  and
financial condition.

Product Liability:

Our license agreements with our customers  typically contain provisions designed
to limit our exposure to potential  product  liability  claims.  It is possible,
however,  that the limitation of liability  provisions  contained in our license
agreements  may not be effective as a result of federal,  state or local laws or
ordinances or unfavorable  judicial decisions.  Although we have not experienced
any product  liability  claims to date,  the license and support of our software
may entail the risk of such claims. A successful product liability claim brought
against us would have a material  adverse  effect upon our  business,  operating
results and financial condition.


<PAGE>

Business Interruptions:

Our   operations   are  vulnerable  to   interruption   by  fire,   power  loss,
telecommunications  failures,  terrorist  attacks  and other  events  beyond our
control. We do not have adequate insurance against business interruptions.  If a
business interruption occurs, it could seriously harm us or our customers.

Patent Infringement:

It  could  be  alleged  that we have  infringed  on  certain  patents  or  other
intellectual property rights of others. Responding to such claims, regardless of
their  merit,  can be time  consuming,  costly and a diversion  of  management's
attention and resources, and could cause us to incur significant expenses.

Control by Current Shareholders:

Our Officers and  Principle  Shareholders  own  approximately  75% of the shares
outstanding.  Accordingly,  such persons will be able to control IASA, elect all
of our directors,  increase the authorized  capital,  dissolve,  merge, sell our
assets,  and  generally  direct  our  affairs.   See  "Management,"   "Principal
Shareholders" and "Certain Transactions."

No Assurance of Public Market:

As of the date of this Form 10-KSB, there has been minimal trading of our common
stock.  There  can be no  assurance  that  a  regular  trading  market  for  our
securities will develop or that, if developed, it will be sustained. The trading
price of our securities  could be subject to wide  fluctuations,  in response to
quarterly  variations in our operating  results,  announcements by us or others,
developments  affecting us, and other events or factors. In addition,  the stock
market has  experienced  extreme price and volume  fluctuations in recent years.
These  fluctuations have had a substantial  effect on the market prices for many
companies,  often unrelated to the operating performance of such companies,  and
may adversely affect the market prices of the securities.

No Dividends:

Neither  Convergix  nor IASA has paid any cash or other  dividends on our Common
Stock  and  neither  expects  to  declare  or  pay  any  cash  dividends  in the
foreseeable future.

Penny Stock Regulation:

The regulations of the Securities and Exchange Commission  promulgated under the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act")  require  additional
disclosure  relating to the market for penny stocks in connection with trades in
any stock defined as a penny stock. Commission regulations define a penny stocks
to be an equity  security  that has a market price of less than $5.00 per share,
subject  to  certain  exceptions.   Unless  an  exception  is  available,  those
regulations  require the delivery,  prior to any  transaction  involving a penny
stock, of a disclosure  schedule explaining the penny stock market and the risks
associated  therewith,   and  impose  various  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and   accredited   investors   (generally   institutions).   In  addition,   the
broker-dealer  must provide the customer  with current bid and offer  quotations
for the penny stock, the compensation of the  broker-dealer  and its salesperson
in the transaction,  and monthly account  statements showing the market value of
each penny stock held in the customer's  account.  Moreover,  broker-dealers who
recommend  such  securities  to persons  other than  established  customers  and
accredited  investors must make a special written suitability  determination for
the purchaser  and receive the  purchaser's  written  agreement to a transaction
prior to a sale. If our securities become subject to the regulations  applicable
to penny  stocks,  the market  liquidity  for our  securities  could be severely
affected.  In such an event,  the  regulations  on penny  stocks could limit the
ability  of  broker-dealers  to sell our  securities  and thus  the  ability  of
purchasers of our securities to sell their securities in the secondary market.


<PAGE>

Item 2.  Description of Property.

We do not own any real property. Our principal administrative, sales, marketing,
support and product development  facility occupies 6,600 square feet in Shediac,
New Brunswick,  Canada.  The lease expires on December 31, 2007. The annual rent
on such lease is $101,115.  We believe that existing  facilities are adequate to
support our activities for the foreseeable future.

Item 3. Legal Proceedings.

In  February   2004,  the  Company   received   notice  that  a  shareholder  is
contemplating  litigation  against  the  Company  for the  alleged  breach  of a
memorandum  of   understanding,   related  to  share   subscriptions  and  other
compensation,  which was entered  into on April 17, 2002 and amended on November
22, 2002.

The  Company's  position is that it fully  satisfied  its  obligation  under the
memorandum of understanding in 2002 and that no further liability existed to the
shareholder  at  December  31,  2002  and  December  31,  2003.   However,   the
shareholder's  interpretation  of the  agreement is  different  from that of the
Company.

The Company is now seeking to settle the dispute. As part of the settlement, the
Company has agreed to issue  1,821,429  common shares to the  shareholder  which
will be recorded  as an expense in 2004,  when it became  determinable  based on
negotiations with the shareholder.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the quarter ended
December 31, 2003.

Pursuant to a written  consent  executed on  February  12, 2004 by  stockholders
holding  22,310,069  shares of the  common  stock of the  Company,  representing
approximately  61% of the  total  issued  and  outstanding  common  stock of the
Company at that time,  adopted a resolution to amend the  Company's  Articles of
Incorporation  to increase the authorized  shares of the Company from 50,000,000
to  100,000,000  and  authorize  up  to  10,000,000  shares  of a new  class  of
undesignated  preferred  stock.  We  anticipate  filing the  amendment  with the
Secretary  of State of the State of Delaware  effectuating  these  changes on or
about April 8, 2004.


<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

In 1999 our common stock began trading on the  Over-the-Counter  Bulletin  Board
sponsored by the National  Association  of Securities  Dealers,  Inc.  under the
symbol  "IYSA.OB".  The following table sets forth the range of high and low bid
prices of the  Company's  Common  Stock for the quarters  indicated  through the
fourth quarter of 2003 and 2002, respectively:

Calendar Year            High Bid          Low Bid
                         --------          -------
2003:
First quarter              $ .25            $ .04
Second quarter             $ .08            $ .06
Third quarter              $ .10            $ .06
Fourth quarter             $ .32            $ .10

2002:
First quarter              $ .40            $ .25
Second quarter             $ .27            $ .25
Third quarter              $ .27            $ .25
Fourth quarter             $ .26            $ .25

The quotations reflect inter-dealer prices,  without retail markups,  markdowns,
or  commissions  and do  not  necessarily  represent  actual  transactions.  The
quotations were derived from the National Quotation Bureau OTC Market Report.

  The Company  estimates that as of April 12, 2004 there were  approximately 400
holders  of record of the  Common  Stock and 45 holders of record of the Class B
Exchangeable Shares.


<PAGE>

Dividend Policy

As of April 7,  2004,  there had been no  dividends  declared  on the  Company's
Common Stock.  We have never  declared or paid any cash  dividends on our common
stock nor do we anticipate paying any in the foreseeable future. Furthermore, we
expect to retain any future  earnings to finance our  operations  and expansion.
The payment of cash  dividends  in the future will be at the  discretion  of our
Board  of  Directors  and  will  depend  upon  our  earnings   levels,   capital
requirements,  any  restrictive  loan  covenants  and  other  factors  the Board
considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently have an active Equity Compensation Plan.

Recent Sales of Unregistered Securities

On January 8, 2004,  the Company  entered  into an  agreement  with  Californian
Securities,  S.A. to initiate an offshore  placement  for  12,480,000  shares of
common stock,  pursuant to an exemption from registration afforded by Regulation
S of the  Securities  Act of 1933.  Through April 7, 2004,  the Company has sold
5,754,387 shares resulting in gross proceeds of $372,735.


<PAGE>



Item 6.  Management's Discussion and Analysis or Plan of Operation.

The following  discussion  of our financial  condition and results of operations
should be read in  conjunction  with the  financial  statements  and the related
notes  thereto  included  elsewhere in this Form 10-KSB.  The matters  discussed
herein contain  forward-looking  statements within the meaning of Section 21E of
the  Securities  Exchange  Act of  1934,  as  amended,  and  Section  27A of the
Securities Act of 1933, as amended,  which involve risks and uncertainties.  All
statements other than statements of historical  information  provided herein may
be deemed to be forward-looking statements.  Without limiting the foregoing, the
words "believes",  "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. Factors that could cause actual
results  to  differ  materially  from  those  reflected  in the  forward-looking
statements  include,  but are not limited to, those  discussed under the heading
"Factors  that May Affect  Future  Results" and elsewhere in this report and the
risks discussed in our other filings with the SEC.  Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis,  judgment,  belief  or  expectation  only as of the date
hereof.  We undertake no  obligation  to publicly  revise these  forward-looking
statements to reflect events or circumstances that arise after the date hereof.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated  financial  statements in accordance with accounting
principles  generally  accepted in the United  States,  and make  estimates  and
assumptions that affect our reported amounts of assets, liabilities, revenue and
expenses.  We base our estimates on historical  experience and other assumptions
that we believe are reasonable in the  circumstances.  Actual results may differ
from these estimates.

The following critical accounting policies affect our more significant estimates
and assumptions used in preparing our consolidated financial statements.

The  consolidated  financial  statements have been prepared on the going concern
basis, which assumes the realization of assets and liquidation of liabilities in
the normal course of operations.  If we were not to continue as a going concern,
we would likely not be able to realize on our assets at values comparable to the
carrying value or the fair value estimates  reflected in the balances set out in
the  preparation  of the  consolidated  financial  statements.  There  can be no
assurances that we will be successful in generating  additional cash from equity
or  other  sources  to  be  used  for  operations.  The  consolidated  financial
statements do not include any  adjustments to the  recoverability  of assets and
classification  of assets and  liabilities  that might be  necessary  should the
Company be unable to continue as a going concern

The Company accounts for software sales in accordance with Statement of Position
(SOP) No. 97-2,  "Software  Revenue  Recognition".  SOP 97-2 generally  requires
revenues  earned on  software  arrangements  involving  multiple  elements to be
allocated to each element based on the relative fair value of the element.

Revenue from license fees is recognized when persuasive evidence of an agreement
exists,  delivery of the product has occurred, the fee is fixed or determinable,
and  collectability is probable.  The Company  maintains certain  provisions for
product returns and rebates in accordance with SFAS No. 48 "Revenue  Recognition
when  Right of Return  Exists".  The  Company  from  time to time will  consider
arrangements  regarding  certain  customers with payment terms extending  beyond
customary payment terms not to be fixed or determinable. If the fee is not fixed
or  determinable,  revenue is deferred and recognized  when payments  become due
from the customer  providing  that all other revenue  recognition  criteria have
been met.


<PAGE>

Software subscription, support, consulting service, and training program revenue
included in  multiple-element  arrangements  is  deferred  and  recognized  on a
straight-line  basis  over the term of the  software  subscription  and  support
agreement.  The fair value of the undelivered  elements (software  subscription,
specified  upgrades,  support,  consulting  services and  training) is generally
determined  based on the price  charged for the  undelivered  element  when sold
separately.

OVERVIEW

Plan of Operation
-----------------

Our goal is to be a leading provider of software  solutions and hosting services
to small and mid-sized airlines and aircraft fleet operators. To meet that goal,
we invested  heavily to develop an integrated  software  solution called Amelia.
The  development  cycle and  computer  hardware  integration  took  longer  that
anticipated,  causing a delay in our commercialization efforts. As a result, the
Company has an  accumulated  deficit of  $8,186,017.  Our balance  sheet remains
highly leveraged.  Our liabilities exceed our assets by $4,295,384.  The Company
has not been able to meet its  obligations as they come due.  However,  now that
the software and hardware  development is substantially  complete,  we have been
able to concentrate our efforts on our sales and marketing activities to further
commercialize  our product on a worldwide  basis. We believe as our product,  as
well as our marketing activities, continue their maturing process, our financial
results will improve.  We also believe that our  financial  results will improve
for the following reasons:

1. Through our marketing efforts and product enhancements,  we have been able to
sign  contracts  with four new clients  during the year ended December 31, 2003.
Among those four new  customers,  we have  successfully  entered into the Middle
Eastern/North  African  market by signing the first low fare/low cost carrier in
the region.  Furthermore, we have also signed a contract with a start-up airline
in  Uruguay,  South  America,  another  region  where we feel  could be the next
emerging  market.  We  feel  that as we  continue  to  gain  market  acceptance,
specifically  in  emerging  markets,  our ability to sign  additional  customers
improves significantly.

2. We have a better control on our costs and do not  anticipate any  significant
increases for the foreseeable  future. We estimate that we are only using 23% of
our communications and 25% of our computer capacity. We do not foresee any major
expenditures relating to this infrastructure in the short term.

3. We have informal agreements with many of our unsecured trade creditors.

4. We anticipate that we will be able to secure equity and debt financing as our
results continue to improve. This additional financing would be used to pay down
some of our debt as well as improve our working capital situation.  There can be
no  assurance  that the  Company  will be able to secure  any  other  additional
financing on commercially reasonable terms, if at all.


<PAGE>

The Company  plans to continue  aggressively  seeking new customers and emerging
markets  while  continuing  to remain  customer  focused and provide new product
enhancements.  We  believe  that the focus of our  entire  team  will  allow the
Company to continue  its pattern of strong  revenue  growth as  evidenced by the
117%  increase  for the period  ended  December 31, 2003 as compared to the same
period ended in 2002. This impressive growth follows a 109% increase in revenues
for the year ended  December  31, 2002 as  compared to the same period  ended in
2001 as evidenced in our 10-KSB filed for the year ended  December 31, 2002.  We
believe  that these  figures  support our opinion  that our sales and  marketing
strategy has been successfully implemented.

The Company also plans to continue to aggressively seek new sources of financing
in order to continue with its growth  strategy.  There is no assurance  that the
Company will be able to secure additional  financing on commercially  reasonable
terms, if at all.

Results of Operations
----------------------

The following  discussion and analysis  should be read in  conjunction  with the
Consolidated  Financial Statements and Notes thereto appearing elsewhere in this
Form 10 KSB.

InteliSys  Aviation  Systems of America Inc. had revenues of $1,039,429  for the
year ended December 31, 2003 as compared to $479,006 for the year ended December
31, 2002, an increase of $560,423 or 117%. This increase is primarily related to
the Company's ability to execute its sales and marketing  strategy.  The Company
was able to sign  contracts with four more  customers,  including two in regions
that we believe will be the next emerging markets.

Selling,  general and  administrative  expenses  decreased to $2,701,724 in 2003
from  $4,439,481  for the  year  ended on  December  31,  2002,  a  decrease  of
$1,737,757.  The  Company  has been very  vigilant  in keeping  its costs  under
control, thereby resulting in a significant decrease in its selling, general and
administrative expenses from the year ended December 31, 2003 as compared to the
same period ended in 2002.  During the year ended December 31, 2003, the Company
recorded an expense of $698,955 to recognize  the cost of inducing a shareholder
to forgo the redemption  option on the original  2,666,667  which were issued in
2002 . Furthermore,  in the period ended December 31, 2002, the Company incurred
significant  costs that were associated with the execution of the acquisition of
Convergix  and one time  stock  based  compensation  that  were  not  considered
recurring expenses.

The   combination  of  increased   revenues  and  lower  selling,   general  and
administrative  expenses, the Company has managed to decrease its operating loss
from  $3,960,475 for the year ended December 31, 2002 to $1,662,295 for the same
period ended in 2003.

The  Company's  interest  expense has  decreased  from  $319,835  to $97,371,  a
decrease of $222,464.

During the year ended December 31, 2003, the Company received tax credit refunds
from  the  Canada  Revenue   Agency  for  Scientific   Research  &  Experimental
Development   activities   performed  by  two  of  the  Company's  wholly  owned
subsidiaries  for prior fiscal  years.  These claims were subject to approval by
the Canada  Revenue  Agency.  There was no assurance that such approval would be
granted.  Therefore,  these claims were not recorded in the financial statements
until such  approval was received by the  Company.  The refunds  resulted in the
Company  recognizing  $698,401  as  income  tax  recoveries  for the year  ended
December 31, 2003.


<PAGE>

Furthermore, during the course of the year, the Company has reached a settlement
with its bank to settle its  outstanding  debt. The  settlement  resulted in the
Company recognizing a gain from debt settlement of $65,586.

During the year ended  December 31, 2003,  the Company also reached a settlement
with certain  creditors as part of its which resulted in the Company recording a
gain on debt settlement of $252,153.

Net losses have decreased from $4,292,986 in 2002 to $743,525 for the year ended
December 31, 2003.

Basic net loss per share was $0.03 in 2003 as compared to $0.17 in 2002.

Liquidity and Capital Resources

On January 1, 2003, the Company had $39,633 in cash and cash equivalents.

Net cash used in operating  activities  was $229,449 for the year ended December
31, 2003. Net cash used in operating  activities for the year ended December 31,
2003  resulted  primarily  from  the net  loss  for  the  period,  increases  in
receivables  and prepaid  expenses,  offset by increase in payables and non-cash
expenses.

Net cash provided by investing  activities  for the year ended December 31, 2003
was $Nil.

Net cash used in financing  activities  was $117,941 for the year ended December
31, 2003. During the year, the Company received net proceeds from long term debt
of $120,999. The Company also received proceeds from convertible debt of $62,017
for the year  ended  December  31,  2003.  These  proceeds  were  offset  by the
repayment of an operating loan.

Changes in exchange rates affected cash balances by $12,591 in 2003.

Cash decreased by $111,508 in 2003.

The Company had cash and cash  equivalents  deficiencies  of $59,284 on December
31, 2003.

The Company had net working  capital  deficiencies  of $2,396,270 and $2,641,949
for the years ended December 31, 2003 and 2002 respectively.

On January 1, 2002, the Company had $310 in cash and cash equivalents.

Net cash used in operating  activities  was  $669,237 in 2002.  Net cash used in
operating  activities in 2002 resulted  primarily from the net loss for the year
partially offset by increased payables and common stock issued for services.


<PAGE>

Net cash provided from investing activities for 2002 was $156,388.  In 2002, the
Company raised  $97,650 from the issuance of common stock.  In 2002, the Company
had also disposed of  non-strategic  capital  assets  providing the Company with
proceeds of $86,098. The Company invested $27,360 in capital assets in 2002.

Net cash provided from  financing  activities was $549,565 in 2002. In 2002, the
Company  received net proceeds from long-term loans of $170,875,  repaid $20,696
in  convertible  loans,  received  $504,000  in  proceeds  for the  issuance  of
redeemable shares and repaid $104,614 in operating loans.

Changes in exchange rates increased cash by $20,950 in 2002.

Cash increased by $39,323 in 2002.

The Company had cash and cash equivalents of $39,633 on December 31, 2002.

The Company had net working  capital  deficiencies  of $2,641,949 and $1,791,507
for the years ended December 31, 2002 and 2001 respectively.

With respect to years beyond fiscal 2003, we may be required to raise additional
capital to meet our long term operating requirements. Although our revenues have
increased since the commercialization of our products,  our expenses are and may
continue to exceed our  revenues in the  foreseeable  future.  Accordingly,  the
company may not be able to fund its operations from  internally  generated funds
for the foreseeable  future.  Our cash  requirements  depend on several factors,
including  marketing  activities,  personnel expenses,  legal costs,  accounting
costs and investor relations expenses. However, we believe that the Company will
be able to continue as a going concern through at least January 1, 2005.

On January 8, 2004,  the Company  entered  into an  agreement  with  Californian
Securities,  S.A. to initiate an offshore  placement  for  12,480,000  shares of
common stock,  pursuant to an exemption from registration afforded by Regulation
S of the  Securities  Act of 1933.  Through April 7, 2004,  the Company has sold
5,754,387 shares resulting in gross proceeds of $372,735.

Also,  on January 16, 2004,  the Company  entered  into a  short-term  financing
arrangement  (a "bridge  loan") with A-Street  Capital Corp.  for $150,000.  The
short-term  note was  evidenced by a  promissory  note issued by the Company due
January 31, 2004. The note accrued interest  annually at a rate of 12%. The note
was secured by the proceeds of the above  mentioned  agreement with  Californian
Securities.  In addition,  the Company issued  1,530,612 shares of the Company's
common stock to Californian  Securities S.A. as  compensation  for arranging the
bridge loan. The principal,  prepaid interest of $2,645,  totaling  $152,465 was
satisfied on February 27th, 2004.

We have no other commitments for any additional  financing,  and there can be no
assurance that any such  commitments  can be obtained on favorable  terms, if at
all.


<PAGE>

Item 7. Financial Statements.









                                                   InteliSys Aviation Systems of
                                                   America Inc.
                                                   Consolidated
                                                   Financial Statements
                                                   December 31, 2003 and 2002
                                                   (in US dollars)





<PAGE>




Contents

                                                                Page

Independent Auditor's Report                                       1

Consolidated Balance Sheets                                        2

Consolidated Statements of Operations                              3

Consolidated Statements of Shareholders' Deficiency                4

Consolidated Statements of Cash Flows                              5

Notes to the Consolidated Financial Statements                6 - 20


<PAGE>



Independent Auditors' Report

To the Board of Directors and the Stockholders of
InteliSys Aviation Systems of America Inc.

We have  audited  the  accompanying  consolidated  balance  sheets of  InteliSys
Aviation  Systems of  America  Inc.  as of  December  31,  2003 and 2002 and the
related consolidated statements of operations, shareholder's deficiency and cash
flows for the years then ended. 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 audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
InteliSys  Aviation Systems of America Inc. as of December 31, 2003 and 2002 and
the consolidated results of its operations and its cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated   financial  statements,   the  Company  has  incurred  substantial
operating  losses  during the past three years,  and at December  31, 2003,  the
Company's current liabilities  exceeded its current assets by $2,396,270 and its
total liabilities  exceeded its total assets by $4,295,384.  These factors among
others,  as discussed  in Note 1, raise  substantial  doubt about the  Company's
ability to continue as a going concern. The Company 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
these uncertainties.



Moncton, New Brunswick, Canada                  GRANT THORNTON LLP
April 9, 2004                                   Chartered Accountants




<PAGE>

<TABLE>
<CAPTION>
InteliSys Aviation Systems of America Inc.
Consolidated Balance Sheets
As at December 31, 2003 and 2002
(in US dollars)                                                       2003              2002
---------------------------------------------------------------------------------------------

Assets

Current assets
<S>                                                            <C>               <C>
   Cash (Note 2(g))                                            $        --       $    39,633
   Receivables (Notes 2(c)(m), 4)                                  132,150            60,233
   Scientific Research and Experimental Development
   Tax credit receivable (Note 18)                                 155,039                --
   Prepaid expenses                                                 66,183            13,360
                                                               -----------       -----------
Total current assets                                               353,372           113,226
                                                               -----------       -----------
Property and equipment (Notes 2(d), 5)                             578,175           536,679
                                                               -----------       -----------
Other intangibles                                                       13                11
                                                               -----------       -----------
                                                               $   931,560       $   649,916
                                                               ===========       ===========

Liabilities

Current liabilities

   Bank Indebtedness (Note 6)                                  $    59,284
   Bank operating loans (Notes 2(m), 7)                                 --       $    52,886
   Accounts payable (Note 2(m))                                  1,332,176         1,386,686
   Accrued liabilities (Note 2 (m))                                452,859           283,949
   Deferred revenue (Note 2(i))                                     57,020            58,541
   Current portion of long-term debt (Notes 2(m),8)                848,303           401,913
   Redeemable shares (Notes 11, 14)                                     --           571,200
   Total current liabilities                                     2,749,642         2,755,175

Convertible debt (Notes 2(m), 9)                                    71,434             7,654
Long-term debt (Notes 2(m), 8)                                     674,222           633,189
                                                               -----------       -----------
                                                                 3,495,298         3,396,018
                                                               -----------       -----------
Minority interest (Notes 2(a),10)                                1,731,646         1,332,502
                                                               -----------       -----------

Shareholders' Deficiency

Capital stock (Notes 2(a), 11)                                      36,430            28,033
Additional paid in capital (Notes 2(a), 11)                      4,510,902         3,132,319
Accumulated other comprehensive (loss) income (Note 2(j))         (656,699)          203,536
Deficit                                                         (8,186,017)       (7,442,492)
                                                               -----------       -----------
                                                                (4,295,384)       (4,078,604)
                                                               -----------       -----------
                                                               $   931,560       $   649,916
                                                               ===========       ===========
</TABLE>

Continuance of operations (Note 1)
Commitments (Note 13)

        See accompanying notes to the consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
InteliSys Aviation Systems of America Inc.
Consolidated Statements of Operations
For the years ended December 31, 2003 and 2002
(in US dollars)                                                   2003              2002
------------------------------------------------------------------------------------------

<S>                                                        <C>               <C>
Revenue (Note 2 (i))                                       $ 1,039,429       $   479,006
                                                           -----------       -----------
Costs and expenses:

Selling, general and admistrative expenses                   2,701,724         4,439,481
                                                           -----------       -----------
Operating loss                                              (1,662,295)       (3,960,475)

Other income (expenses)

   Interest expense                                            (97,371)         (319,835)
   Gain on debt settlement (Note 7, 12)                        317,739
   Gain on disposal of property and equipment                       --            12,068
                                                           -----------       -----------
                                                               220,368          (307,767)
                                                           -----------       -----------
Net loss before income taxes                                (1,441,927)       (4,268,242)

Income taxes (recovery)  (Note 15)                            (698,401)           24,744
                                                           -----------       -----------
Net loss                                                   $  (743,525)      $(4,292,986)
                                                           -----------       -----------

Net loss per share-basic and diluted (Notes 2(p), 16)      $     (0.03)      $     (0.17)
                                                           ===========       ===========
</TABLE>



        See accompanying notes to the consolidated financial statements.


<PAGE>

InteliSys Aviation Systems of America Inc.
Consolidated Statements of Shareholders' Deficiency
For the years ended December 31, 2003 and 2002
(in US dollars)

<TABLE>
<CAPTION>
                                                                                                      Additional
                                             Common                      Preferred                      paid in
                                             Shares        Amount         Shares         Amount         capital
                                           ----------   ------------   ------------   ------------   ------------
<S>                                             <C>     <C>                     <C>   <C>            <C>
Balance - December 31, 2001                     1,060   $        227            118   $  1,175,411   $         --

Redemption of common shares
   for nil consideration                         (664)            --             --             --             --

Execution of a 19,000
   for 1 stock split                        7,523,604             --             --             --             --

Conversion of convertible debt              4,617,594        901,873             --             --             --

Re-classification of redeemable shares
                                                   --       (504,000)            --             --             --

Stock issued through an employee stock
   purchase plan                               79,717          9,846             --             --             --

Stock granted for consulting and other
   services                                 5,988,750      1,077,750             --             --             --

Shares granted to employees for
   compensation                             6,873,272      1,374,656             --             --             --

Recapitalization of Company resulting
   from reverse merger transaction
   with Apta (Note 2(a))                    3,000,000     (2,832,319)            --             --      3,132,319

Minority interest created following the
   merger with Apta (Note 2(a))                    --             --           (118)    (1,175,003)            --

Net loss (Page 3)                                  --             --             --             --             --

Currency translation adjustment                    --             --             --           (408)            --

Total comprehensive loss                           --             --             --             --             --
                                           ----------   ------------   ------------   ------------   ------------
Balance - December 31, 2002 28,083,333   $     28,033             --   $         --   $  3,132,319   $ (7,442,492)


Stock granted for consulting and other      2,100,000          2,100             --             --        127,900
   Services (Note 11)

Stock issued as compensation (Note 14)      6,296,297          6,297             --             --        623,333

Beneficial conversion on issuance                  --             --             --             --         20,000
of convertible debt (Note 9)

Stock options issued for consulting
And other service (Note 11)                        --             --             --             --        103,350

Re-classification of redeemable shares             --             --             --             --        504,000

Net Loss (Page 3)                                  --             --             --             --             --

Currency translation adjustment                    --             --             --             --             --

Total comprehensive loss                           --             --             --             --             --
                                           ----------   ------------   ------------   ------------   ------------
Balance - December 31, 2003                36,479,630   $     36,430             --   $         --   $  4,510,902
                                           ==========   ============   ============   ============   ============


<CAPTION>
                                                        Accumulated other
                                          Accumulated    comprehensive
                                            Deficit          loss          Total
                                          ------------   ------------   ------------
<S>                                       <C>            <C>            <C>
Balance - December 31, 2001               $ (3,149,506)  $    146,627   $ (1,827,241)

Redemption of common shares
   for nil consideration                            --             --             --

Execution of a 19,000
   for 1 stock split                                --             --             --

Conversion of convertible debt                      --             --        901,873

Re-classification of redeemable shares
                                                    --             --       (504,000)

Stock issued through an employee stock
   purchase plan                                    --             --          9,846

Stock granted for consulting and other
   services                                         --             --      1,077,750

Shares granted to employees for
   compensation                                     --             --      1,374,656

Recapitalization of Company resulting
   from reverse merger transaction
   with Apta (Note 2(a))                            --             --        300,000

Minority interest created following the
   merger with Apta (Note 2(a))                     --             --     (1,175,003)

Net loss (Page 3)                           (4,292,986)            --             --

Currency translation adjustment                     --         56,909             --

Total comprehensive loss                            --             --     (4,236,485)
                                          ------------   ------------   ------------
Balance - December 31, 2002 28,083,333    $    203,536   $ (4,078,604)


Stock granted for consulting and other              --             --        130,000
   Services (Note 11)

Stock issued as compensation (Note 14)              --             --        629,630

Beneficial conversion on issuance                   --             --         20,000
of convertible debt (Note 9)

Stock options issued for consulting
And other service (Note 11)                         --             --        103,350

Re-classification of redeemable shares         504,000

Net Loss (Page 3)                             (743,525)            --             --

Currency translation adjustment                     --       (860,235)            --

Total comprehensive loss                            --             --     (1,603,760)
                                          ------------   ------------   ------------
Balance - December 31, 2003               $ (8,186,017)  $   (656,699)  $ (4,295,384)
                                          ============   ============   ============
</TABLE>

        See accompanying notes to the consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>
InteliSys Aviation Systems of America Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2003 and 2002
(in US dollars)                                                                  2003              2002
                                                                              -----------       -----------
Increase (decrease) in cash and cash equivalents
Operating activities
<S>                                                                           <C>               <C>
Net loss from operations                                                      $  (743,525)      $(4,292,986)
Adjustments to reconcile net loss to net cash used
   in continuing operations
       Items not affecting cash
       Depreciation and amortization                                              148,457           158,940
       Gain on debt settlement                                                   (317,739)               --
       Net gain on disposal of property and equipment                                  --           (12,068)
       Shares issued for consideration other than cash                          1,027,273         3,106,486
       Interest on redeemable shares                                              (76,191)           68,267
Changes in non-cash working capital items
       Accounts receivable                                                        (58,035)           33,666
       Scientific Research and Experimental Development                          (155,039)
       Prepaid expenses                                                           (49,744)            6,510
       Accounts payable and accrued liabilities                                    10,015           232,549
       Deferred revenue                                                           (15,013)           29,399
Net cash used in continuing operating activities                                 (229,449)         (669,237)

Investing activities

   Net proceeds from the issuance of capital stock                                     --            97,650
   Proceeds from disposal of property and equipment                                    --            86,098
   Acquisition of property and equipment (net)                                         --           (27,360)
Net cash provided by investing activities                                              --           156,388

Financing activities

   Net proceeds from long-term debt                                               120,999           170,875
   Net proceeds from(reduction of) convertible debt                                62,017           (20,696)
   Proceeds from redeemable shares                                                     --           504,000
   Repayment of operating loan                                                    (65,074)         (104,614)
Net cash (used in) provided by financing activities                              (117,941)          549,565

Cash flows used in discontinued operations                                             --           (15,766)

Net (decrease) increase in cash and cash equivalents                             (111,508)           20,950
Effects of exchange rates on cash                                                  12,591            18,373
Cash and cash equivalents, beginning of year                                       39,633               310
Cash and cash equivalents (deficiency), end of year                           $   (59,284)      $    39,633

Supplemental cash flow information

   Interest paid - continuing operations                                      $    30,996       $    36,420
                  - discontinued operations                                        42,082
Non-cash investing and financing transactions not included in cash flows
   Acquisition of property and equipment using a
       credit due from a preferred shareholder                                $    78,926       $   574,611
   Capital stock issued for compensation to non-employees                     $   759,630       $ 1,077,750
   Capital stock issued for compensation to employees                         $        --       $ 1,384,502
</TABLE>


        See accompanying notes to the consolidated financial statements.

<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


1. Ability to continue operations

The  accompanying  consolidated  financial  statements  have been  prepared on a
going-concern  basis,  which  contemplates  the  realization  of assets  and the
satisfaction  of liabilities  in the normal course of business.  As indicated in
the  consolidated  financial  statements,  the Company has incurred  significant
operating  losses and negative cash flows from  operations over the past two (2)
years  and has not been  able to meet  its  obligations  as they  come  due.  At
December  31, 2003 and  December  31,  2002,  the  Company  has working  capital
deficiencies  of $2,396,270 and $2,641,949  respectively  and net  shareholders'
deficiencies of $4,295,384 as at December 31, 2003 and $4,078,604 as at December
31, 2002. These factors, among others,  strongly indicate that the Company might
not  be  able  to  continue  as a  going  concern.  The  consolidated  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification of recorded asset amounts, or the amount of and classification of
liabilities  that might be necessary should the Company be unable to continue as
a going concern. The Company's continuation as a going concern is dependent upon
its ability to achieve profitable  operations,  generate sufficient cash flow to
meet its obligations, and obtain additional financing.

Management's plans

As indicated in the consolidated financial statements,  the Company has incurred
losses from continuing operations of $743,525 and $4,292,986 for the years ended
December 31, 2003 and 2002  respectively.  The Company also has a severe working
capital deficiency,  and a net shareholders'  deficiency at year-end.  Since its
inception,  the  Company  has  devoted  substantially  all  of  its  efforts  to
developing its products,  obtaining  financing,  assessing  market  demand,  and
obtaining  customers.  The success of the Company's  operations and, ultimately,
the  attainment of profitable  operations  are dependant on achieving a level of
sales adequate to support the Company's cost structure.

The Company has undergone an informal  financial  restructuring  and has reached
agreements with many of its unsecured trade creditors.  Management  continues to
focus on seeking new customers and seeking new sources of financing.

2. Summary of significant accounting policies

a) Nature of operations and basis of financial statement presentation

In August of 2003,  the  Company  changed its name from Apta  Holdings,  Inc. to
InteliSys Aviation Systems of America Inc ("IASA"), pursuant to a consent of the
Company's shareholders, to better reflect its new business activities.

IASA  was  incorporated  on June 4,  1999 in the  State  of  Delaware.  IASA was
formerly engaged in two lines of business: owning and operating income producing
real estate,  and a finance  business  which  originated  and serviced  loans to
individuals  and to businesses.  The real estate  business was spun off in 2000.
The finance business was sold prior to December 31, 2002.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)

2. Summary of significant accounting policies (continued)

On December 31, 2002,  IASA acquired 100% of the issued and  outstanding  common
stock of CONVERGix,  Inc. ("CONVERGix"),  a Canadian corporation,  pursuant to a
share  exchange  agreement  dated  November 22, 2002.  Under the share  exchange
agreement,  IASA issued  3,295,000 shares of its common stock plus 21,788,333 of
Class B Special  "exchangeable  shares" of Intelisys  Acquisition,  Inc., a 100%
owned subsidiary of IASA. The  exchangeable  shares have equal voting rights and
equal  economic  value as IASA common stock.  These  exchangeable  shares may be
exchanged  by the  holder at any time on a  one-for-one  basis  for IASA  common
stock,  and if not exchanged  prior to December 31, 2012,  will be exchanged for
IASA common stock on that date. As a result of the merger,  the  shareholders of
CONVERGix are now shareholders of IASA. In conjunction  with the merger,  all of
the directors and officers of IASA resigned and the shareholders  have appointed
a new board of directors  and  officers,  which  consists of the  directors  and
officers of CONVERGix.

The merger was accounted for as a reverse  acquisition and resulted in CONVERGix
becoming the accounting acquirer, whereby the historical financial statements of
IASA have become those of CONVERGix.

In conjunction with the merger and  recapitalization  of CONVERGix,  CONVERGix's
25,083,333  issued and outstanding  common stock were  reclassified  into common
stock  of IASA or  exchangeable  shares  of  Intelisys  Acquistion  Inc.,  which
represent IASA common stock  equivalents.  Because IASA was inactive at December
31, 2002, net assets acquired were Nil.

CONVERGix is incorporated under the New Brunswick  Business  Corporations Act in
Canada and is a holding  company,  which  holds  investments  in two  subsidiary
companies whose business activities include developing,  marketing, installation
and support of a suite of aviation enterprise software for the global market.

CONVERGix was  incorporated  on January 18, 2001 in connection  with a corporate
reorganization of its two subsidiary  companies,  Cynaptec  Information  Systems
Inc.  and  InteliSys  Aviation  Systems  Inc.  Following  this   reorganization,
CONVERGix  owns 100% of the issued and  outstanding  common  shares of  Cynaptec
Information  Systems Inc. and 53% of the issued and outstanding common shares of
InteliSys  Aviation  Systems Inc. On March 31, 2001,  the Company  abandoned its
operations in Cynaptec  Information  Systems Inc. in order to concentrate on the
development  and  marketing  of  the  "Amelia"  software  product  developed  by
Intelisys Aviation Systems Inc.

Cynaptec  Information Systems Inc. owns 47% of the issued and outstanding common
shares of InteliSys Aviation Systems Inc.

The  reorganization on January 18, 2001 did not result in a change of control of
Cynaptec Information Systems Inc. and InteliSys Aviation Systems Inc.

The  consolidated  financial  statements  have been prepared in accordance  with
accounting  principles  generally  accepted in the United  States of America and
include the following significant accounting policies:

<PAGE>



InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


b) Principles of consolidation

The consolidated financial statements include the accounts of InteliSys Aviation
Systems of America Inc., and its wholly-owned subsidiaries:

o        InteliSys Acquisition, Inc.
o        InteliSys (Nova Scotia) Co.
o        CONVERGix, Inc.
o        InteliSys Aviation Systems Inc.
o        Cynaptec Information Systems Inc.

Significant inter-company transactions have been eliminated on consolidation.

Accounts Receivable

The majority of the Company's accounts  receivable are due from companies in the
aviation industry that operate regional,  low-fare/low cost airlines.  Credit is
extended based on evaluation of a customer's  financial condition and collateral
is not required.  Accounts  receivable  are due within 15 days and are stated at
amounts due from customers net of an allowance for doubtful  accounts.  Accounts
outstanding  longer than the contractual  payment terms are considered past due.
The  Company  determines  its  allowance  by  considering  a number of  factors,
including  the  length of time  trade  accounts  receivable  are past  due,  the
Company's  previous  loss history,  the  customer's  current  ability to pay its
obligation  to the Company,  and the  condition  of the general  economy and the
industry as a whole. The Company writes-off accounts receivable when they become
uncollectible,  and  payments  subsequently  received  on such  receivables  are
credited to the allowance for doubtful accounts.

d) Property and equipment and depreciation

Property  and  equipment  is  recorded  at cost less  accumulated  depreciation.
Depreciation  is provided  using the declining  balance method over their useful
lives at the following annual rates:

        Office furniture and equipment:              20%
        Computer equipment and software              30%
        Library                                      50%
        Leasehold improvements                        7%

e) Software development costs

Software  development  costs are accounted for in accordance  with  Statement of
Financial  Accounting  Standards  No. 86,  Accounting  for the Costs of Computer
Software  to  be  Sold,  Leased  or  Otherwise  Marketed.  Under  the  standard,
capitalization  of software  development  costs begins upon the establishment of
technological  feasibility,  subject to net realizable value considerations.  To
date, the period between  achieving  technological  feasibility  and the general
availability of such software has been short;  therefore,  software  development
costs  qualifying for  capitalization  have been  immaterial.  Accordingly,  the
Company has not capitalized any software  developments costs and has charged all
such costs to research and development  expense.  Research and development costs
are expensed as incurred, net of any investment tax credits.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


f) Income taxes

The Company  accounts for income taxes on the liability  method,  as outlined by
Statement of Financial  Accounting  Standards 109  Accounting  for Income Taxes.
Income taxes are provided for current taxes payable or refundable, and temporary
differences  arising from the future tax  consequences  of events that have been
recognized in the  Company's  financial  statements  or income tax returns.  The
effect of income taxes is measured based on currently enacted tax laws and rate.
A valuation allowance is provided for deferred tax assets when it is more likely
than not that some or all of such assets will not be realized.

g) Cash and cash equivalents

The Company  considers cash on hand and balances with banks,  net of overdrafts,
and  checks in excess  of funds on  deposit  and  investments  in highly  liquid
temporary money market  investment  instruments  with original  maturities of 90
days or less at the date of purchase to be cash and cash equivalents.

h) Use of estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America  require  management to make
estimates  and  assumptions   that  affect  the  reported   amounts  of  assets,
liabilities,  revenues and expenses, and disclosure of contingent liabilities in
these financial statements. Actual results could differ from those estimates.

i) Revenue recognition

The Company accounts for software sales in accordance with Statement of Position
(SOP) No. 97-2,  "Software  Revenue  Recognition".  SOP 97-2 generally  requires
revenues  earned on  software  arrangements  involving  multiple  elements to be
allocated to each element based on the relative fair value of the element.

Revenue from license fees is recognized when persuasive evidence of an agreement
exists,  delivery of the product has occurred, the fee is fixed or determinable,
and  collectability is probable.  The Company  maintains certain  provisions for
product returns and rebates in accordance with SFAS No. 48 "Revenue  Recognition
when  Right of Return  Exists".  The  Company  from  time to time will  consider
arrangements  regarding  certain  customers with payment terms extending  beyond
customary payment terms not to be fixed or determinable. If the fee is not fixed
or  determinable,  revenue is deferred and recognized  when payments  become due
from the customer  providing  that all other revenue  recognition  criteria have
been met.

Software subscription, support, consulting service, and training program revenue
included in  multiple-element  arrangements  is  deferred  and  recognized  on a
straight-line  basis  over the term of the  software  subscription  and  support
agreement.  The fair value of the undelivered  elements (software  subscription,
specified  upgrades,  support,  consulting  services and  training) is generally
determined  based on the price  charged for the  undelivered  element  when sold
separately.

<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


j) Comprehensive (loss) income

Comprehensive  income  or  loss  encompasses  net  income  or  loss  and  "other
comprehensive  income or loss", which includes all other non-owner  transactions
and events that change  stockholders'  equity.  Our other  comprehensive  income
(loss) reflects the effect of foreign  currency  translation  adjustments on the
translation of the financial statements from the functional currency of Canadian
dollars into the reporting currency of U.S. dollars

k) Reporting currency and foreign currency translation

The  Company's  functional  currency  is the  Canadian  dollar  since  it is the
currency  of the primary  economic  environment  in which the Company  operates.
Assets and  liabilities  are  translated  into United  States  dollars using the
current rate of exchange at the balance sheet date.  Revenues,  expenses,  gains
and losses are translated into United States dollars using the  weighted-average
exchange rate prevailing during the period.


l) Stock-based compensation


In accordance with the accounting requirements of SFAS 123, the Company uses the
fair value - based method of accounting  for stock based  employee  compensation
and stock based compensation to suppliers other than employees.

m) Financial instruments

The Company's  primary  financial  instruments  consist of receivables,  current
liabilities,  convertible  debt and long-term  debt. The difference  between the
carrying values and the fair market values of the primary financial  instruments
are not material  due to the  short-term  maturities  and/or the credit terms of
those instruments.


The fair value of  shareholder  advances  cannot be  determined,  as they do not
include any terms of payment (Note 8).


n) Recovery of long-lived assets


The Company  adopted FASB  Statement  144,  `Accounting  for the  Impairment and
Disposal of Long-Lived  Assets'  (SFAS 144).  SFAS 144 requires  recognition  of
impairment losses on long-lived assets when indicators of impairment are present
and the  undiscounted  cash flows  estimated to be generated by those assets are
less than the assets' carrying amounts.


o) Government assistance

Government  assistance  relating  to the  purchase  of capital  assets and other
assets  is  recorded  as a  reduction  of the  cost of such  assets.  Government
assistance relating to current expenses is netted against the related expense.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)

p) Loss per share

The Company  computes net earnings  (loss) per common share in  accordance  with
SFAS No. 128, "Earnings Per Share" (SFAS 128) and SAB No. 98 (SAB 98). Under the
provisions of SFAS 128 and SAB 98, basic net earnings (loss) per common share is
computed by dividing the net earnings  (loss)  available to common  stockholders
for the  period by the  weighted  average  number  of  shares  of  common  stock
outstanding  during the period. Net earnings (loss) per share on a diluted basis
is computed by dividing the net  earnings  (loss) for the period by the weighted
average number of common and dilutive common stock equivalent shares outstanding
during the period.

At December 31, 2003 and 2002,  the effect of outstanding  convertible  debt has
not been included in the loss per share as such amounts would be anti-dilutive.

q) Recent accounting pronouncements

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

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities".  This  statement  amends and
clarifies financial accounting and reporting for derivative instruments embedded
in other contracts  (collectively  referred to as  derivatives)  and for hedging
activities  under FASB 133  "Accounting  for Derivative  Instruments and Hedging
Activities".

In May  2003,  the  FASB  issued  FAS  150  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of  both  Liabilities  and  Equities".  This
Statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.

Management's  preliminary assessment of these recent pronouncements is that they
will not have a material impact on the company's  financial  position or results
of operations.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


3. Concentrations

Concentrations of Credit Risk


At December 31,  2003,  six  significant  customers  accounted  for 88% of trade
accounts  receivable and each of these six customers accounted for more than 10%
of trade accounts  receivable.  At December 31, 2002, two significant  customers
accounted for 55% of trade  accounts  receivable and each of these two customers
accounted for more than 10% of trade accounts receivable.

At December 31, 2003 two  creditors  accounted  for 20% of accounts  payable and
accrued  liabilities and each of these two creditors accounted for more than 10%
of accounts payable and accrued liabilities. At December 31, 2002, two creditors
accounted for 24% of accounts payable and accrued  liabilities and each of these
two creditors  accounted for more than 10% of trade accounts payable and accrued
liabilities.

Concentration in Operations

In 2003,  four  significant  customers  accounted for 50% of revenue and each of
these  four  customers  accounted  for more than 10% of  revenue.  In 2002,  two
significant  customers  accounted  for 45% of  revenue  and  each of  these  two
customers accounted for more than 10% of revenue.

<TABLE>
<CAPTION>
4.   Accounts receivables                                     2003                          2002
                                                       ----------------                 -------------
<S>                                                    <C>                              <C>
Accounts receivable - trade                            $        160,511                 $      71,957
Allowance for doubtful accounts                                 (42,489)                      (12,046)
Other                                                            14,128                           322
                                                       ----------------                 -------------
                                                       $        132,150                 $      60,233
                                                       ================                 =============
</TABLE>

<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)

<TABLE>
<CAPTION>
5.   Capital assets                                                             2003            2002
         Accumulated                                                             Net             Net
                                           Cost    Depreciation           Book Value      Book Value
                                    -----------      ----------           ----------        --------
Computer equipment and
<S>                                 <C>              <C>                   <C>              <C>
     software                       $   752,871      $  432,655            $ 320,216        $ 295,310
Leasehold improvements                  199,501          41,600              157,901          138,401
Office furniture and equipment          174,755          91,964               82,791           82,780
Trade show booth                         34,206          17,235               16,971           19,705
Library                                   8,265           7,969                  296              483
                                    -----------      ----------           ----------        --------
                                    $ 1,169,598      $  591,423           $  578,175        $536,679
                                    ===========      ==========           ==========        ========
</TABLE>


6.       Bank indebtedness

The Company has an authorized  operating  line of credit of $ 31,008 which bears
interest of prime plus 3.50%.  As of December 31, 2003,  the Company had written
checks in excess of the operating line of credit in the amount of $ 28,276.

7.       Bank operating loans

On March 22,  2002,  the  Company's  two  wholly  owned  subsidiaries,  Cynaptec
Information  Systems Inc. and  InteliSys  Aviation  Systems Inc.  entered into a
forbearance agreement with their Bank, which was further amended August 1, 2002.

At December 31, 2002, the Company's wholly owned subsidiaries were in default of
their forbearance agreement due to non-payment.

On  May  30,  2003,  the  Company's  two  wholly  owned  subsidiaries,  Cynaptec
Information  Systems  Inc.,  and  InteliSys  Aviation  Systems  Inc.,  reached a
settlement  with  their  bank in  regards  to the  outstanding  debt.  Under the
settlement,  the bank has  released all security  pledged by the  Company's  two
wholly owned  subsidiaries  and guarantees from certain  shareholders.  The debt
settlement  resulted in the forgiveness of $65,586 of debt, which is recorded as
other  income on the  consolidated  statement of  operations  for the year ended
December 31, 2003.



<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


<TABLE>
<CAPTION>
8.       Long-term debt                                                                         2003                    2002
<S>                                                                                     <C>                     <C>
Atlantic Canada  Opportunities  Agency (ACOA) unsecured repayable  contribution,
non-interest bearing payments to begin Jan. 1, 2003, $315 for first 6 months,
$1,261 for next 44 payments and a final of $641.                                        $     69,380           $      57,960

Atlantic Canada  Opportunities  Agency (ACOA) unsecured repayable  contribution,
non-interest  bearing  repayment is  calculated  as 3% of the gross annual sales
where first payment shall be due January 1, 2003 and  subsequent  repayments are
due monthly until the contribution has been repaid.                                          249,470                 205,686

Bank loan repaid during the year.                                                                  -                   2,993

Gavella Corp. promissory notes, secured by share holder
Guarantee and all of the assets of the company, bearing
Interest at 12%, repayable on December 31, 2003                                              101,407                       -

Bank loan repaid during the year.                                                                  -                  77,107

Promissory note, unsecured, bearing interest at 6%
per month, due on demand.                                                                     31,008                  25,200

ACOA,  Amelia marketing loan,  unsecured  repayable  contribution,  non-interest
bearing, repayable in 39 monthly installments of $5,256. First repayment is
due February 1, 2004.                                                                        341,173                 229,568

Promissory  notes,  unsecured,  bearing interest at varying rates between 6.7% -
15%, repayable between August, 2001 and January, 2003.                                       527,789                 255,683

BDC  leasehold  loan,  secured by  shareholder  guarantee  and general  security
agreement  covering  equipment,  bearing  interest  at  10.8%,  repayable  in  3
consecutive  monthly payments of $631,  beginning November 15, 2002, followed by
43  consecutive  payments of $1,605,  beginning  February 15, 2003 and one final
payment of $1,611 on September 15, 2006.                                                      65,120                  71,190

Former  shareholder loan,  bearing interest at 26%, repayable in minimum monthly
installments of $1,099, beginning in December 2002 and continuing until balance
is paid in full.                                                                             124,442                 101,134

Shareholder loan, non-interest bearing, no set terms
of repayment.                                                                                 12,736                   8,581
                                                                                           1,522,525               1,035,102

Less current portion of long-term debt                                                       848,303                 401,913

                                                                                        $    674,222           $     633,189
                                                                                        ============           =============
</TABLE>

<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)

8. Long-term debt (continued)

The aggregate maturities of long-term debt for each of the five years subsequent
to December 31, 2003 are approximately as follows:

         2004               $       848,303
         2005                       210,690
         2006                       234,329
         2007                       123,424
         2008                        44,236
         and thereafter              61,543
                            ---------------
                            $     1,522,525
                            ===============


At  December  31,  2003 the  Company  is in default on  principal  and  interest
payments for many of its obligations as follows:

         Principal payments in default               $    450,524
         Interest payments in default                     295,904
                                                     ------------
                                                     $    746,428
                                                     ============

All debt in  default  has been  classified  as part of  current  liabilities  at
December  31,  2003.  The  Company  is in the  process of  refinancing  both its
long-term and short-term debt obligations.  No waivers have been obtained by the
Company.

9.   Convertible debt

Convertible debt at December 31, 2003 consists of debt which is convertible into
of common stock.

<TABLE>
<CAPTION>
                                                                                        2003                    2002
                                                                                        ----                    ----
<S>                                                                                     <C>
Shareholder loan,  bearing interest at 8%, convertible into common shares at the
lesser of the  closing  price of shares at the date of  advance  or the  average
closing price of shares for the 20 days prior to the conversion  date,  maturing
on April 17, 2004. The conversion price shall not be lower than $.05 per share.         $62,015

Shareholder loan, non-interest bearing convertible into
Common shares at the market price at the date of conversion.                              9,419                 7,654
                                                                                         -------               ------
                                                                                         $71,434               $7,654
                                                                                         =======               ======
</TABLE>

On July 18th, 2003,  Gavella Corp.  converted a $50,000  convertible  promissory
note, which was entered into May 30, 2003, into 1,000,000 shares of common stock
of InteliSys  Aviation  Systems of America  Inc. The Company  recorded a $20,000
expense  to  account  for  the  beneficial  conversion  on the  issuance  of the
promissory note.

At December 31, 2003,  the effect of outstanding  convertible  debt has not been
included in the earnings per share  calculation for the year then ended, as such
amounts would be anti-dilutive.

There is no beneficial conversion associated with the convertible debt.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)



10. Minority interest

At December 31, 2003 an 2002,  minority interest consists of preferred shares of
CONVERGix Inc. and preferred shares of Cynaptec  Information  Systems,  Inc. The
minority  interest in CONVERGix  arose following the merger of IASA and December
31, 2002 as the  preferred  stock of  CONVERGix  was not acquired by IASA in the
merger  (Note 2 (a)).  The minority  interest in Cynaptec  arose  following  the
Corporate re-organization on January 18, 2001.

11. Capital stock

At December 31, 2003, the Company is authorized to issue:


1) 100 shares of preferred stock, par value $0.001 per share.


2) 50,000,000 shares of common stock, par value $0.001 per share.

At December 31,2003, there are 14,691,297 shares of Common Stock outstanding. In
addition,   there  are  21,788,333  issued  and  outstanding   Special  Class  B
"Exchangeable  Shares" in IASA's wholly owned subsidiary  Intelisys  Acquisition
Inc. As outlined in Note 2(a), the exchangeable  shares have equal voting rights
and equal  economic  value as IASA common shares as they may be exchanged by the
holder at any time on a  one-for-one  basis for IASA common  shares,  and if not
exchanged  prior to December 31, 2012,  will be exchanged for IASA common shares
on that date.

Accordingly,  the Special Class B exchangeable shares have been accounted for as
if they are issued and  outstanding in the Company at December 31, 2003 and have
been included in calculating the basic loss per share.

During  2003,   the  Company  issued   2,100,000   shares  of  common  stock  to
non-employees  for compensation  for services.  The common stock and the cost of
the services  received as  consideration  were recorded at the fair value of the
common stock issued as it was more reasonably determinable.

Furthermore, during 2003, the Company issued 6,296,297 shares of common stock to
a  shareholder  in  return,  as part of an  agreement,  for the  removal  of the
Company's  redemption  obligation on certain  shares of common stock held by the
shareholder (Note 14).

In December 2003, the Company adopted a resolution,  pursuant to written consent
of the  holders of the  majority of the  Company's  common  stock,  to amend the
Company's  articles of incorporation to increase the authorized shares of common
stock to 50,000,000, having a par value $.001 per share.

On February 12 2004, the Company received written consent from certain principal
stockholders of the Company, holding approximately 61% of the outstanding shares
at  the  time,  adopting  a  resolution  to  amend  the  Company's  Articles  of
Incorporation to increase the authorized  shares of common stock to 100,000,000,
having a par value of $.001 per share. The Company also received written consent
from the same  principal  stockholders  to  authorize  the  board to issue up to
10,000,000 shares of preferred stock, having a par value of $.001 per share. The
amended articles of incorporation  have not yet been filed with the Secretary of
State of the State of Delaware.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


12. Gain on debt settlement

During the year,  the Company  reached a settlement  with the former bank of its
two wholly-owned  subsidiaries (Note 7). The settlement  resulted in the Company
recognizing a gain from debt settlement of $65,586.

In addition,  the Company also reached a settlement with certain unsecured trade
creditors  that resulted in the Company  recording a gain on debt  settlement of
$252,153.

13. Commitments

The Company has an $12,540  credit note from a preferred  shareholder,  which it
intends to use to purchase capital assets in the next twelve months.

The Company is committed to minimum  annual  lease  payments  under an operating
lease for office space. The minimum payments  required under this lease for each
of the five years subsequent to December 31, 2003 are approximately as follows:

                           2004      $ 101,115
                           2005        101,115
                           2006        101,115
                           2007         16,853
                           2008             --

All the operating  leases on computer  equipment have expired in 2003. The lease
on office space expires on February 28, 2007.

The Company also entered into an agreement  with an investor  relations  firm in
November 2003 for services to begin in December 2003. Under this agreement,  the
Company  agrees to pay the firm a  monthly  fee of $3,900  for six  months.  The
Company has the option  after the initial six month  period to either  terminate
the  contract  or extend  the terms of the  agreement  a further  six  months by
agreeing to pay the firm a monthly fee of $4,680.

14. Redeemable shares


Under the terms of a share subscription  agreement entered into with an investor
in 2002, the Company agreed to repurchase, on or before March 1, 2003 all of the
2,666,667 shares issued to the investor in October 2002 for a re-purchase  price
per  security  equal to the greater of the a)  then-current  market value of the
securities or b) $0.34 per security in Canadian dollars.

The investor purchased the shares for $504,000. At December 31, 2002, redemption
value of the  shares was  classified  as a current  liability,  at $0.34 CDN per
security since it is higher than the market value at March 1, 2003.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


14. Redeemable shares (continued)

During 2003, the Company renegotiated the original agreement. Under the terms of
the new agreement,  entered into December 2003, the Company issued an additional
6,296,297 shares of common stock and a $ 201,550 promissory note to the investor
in return for the investor  rescinding  the redemption  obligation.  The Company
recorded an expense of $698,955 in selling,  general and administrative  expense
to recognize the cost of inducing the shareholder to forgo the redemption option
on the original 2,666,667 shares.

15. Income taxes

The Company's  provision (benefit) for income taxes consist of the following for
the years ended December 31:

                                   2003            2002
         Current                (698,401)        24,744
         Deferred                      -              -
                                (698,401)        24,744


The composition of the components of tax provision  (benefit) is as stated below
for the years ended December 31:


                                             2003             2002
                                          ----------       ----------

         Current

         Deferred income tax asset write down     --           24,744
         Research and Development tax cred  (698,401)              --
                                          ----------       ----------
                                            (698,401)          24,744
                                          ----------       ----------

         Deferred

         Tax benefit at statutory rates     (224,000)      (1,493,000)
         Increase in valuation allowance     224,000        1,493,000
                                          ----------       ----------
                                                  --               --
                                          ----------       ----------

During the year the Company  received  final  approval  from the Canada  Revenue
Agency for Scientific  Research and  Experimental  Development tax credit claims
which had been filed for the years 2000, 2001 and 2002.  These claims  represent
actual cash refunds, of which $155,039 is receivable, which have been recognized
in the year they were approved.

The  components of the deferred tax assets and  liabilities at December 31, 2003
and 2002 are approximately as follows:

                                          2003              2002
                                      ------------      ------------
Net operating loss carryforwards        2,902,000         2,248,000
Valuation allowance                    (2,902,000)       (2,248,000)
                                      $        --       $        --


The Company has established a valuation  allowance of  approximately $ 3,304,000
as of December  31, 2003 due to the  uncertainty  of future  utilization  of net
operating  loss  carryforwards.  At December 31, 2003, the Company had operating
loss  carryforwards  of  approximately  $ 9,407,000  available to offset  future
taxable income, which expire through 2013. Utilization of these carryforwards is
dependant on future taxable income.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)

16.  Loss per share

The following  table sets forth the  computation of loss per share for the years
ended December 31, 2003 and 2002:

<TABLE>
<CAPTION>
Numerator:                                                   2003               2002
<S>                                                       <C>              <C>
Net loss - basic and diluted                              $(743,525)       $(4,292,986)

    Denominator

    Weighted average number of shares outstanding
       during the period                                 29,549,691         25,083,333

Loss per share                                               ($0.03)            ($0.17)
</TABLE>



17.      Related party transactions

(a)      Accounts  payable  at  December  31,  2003  include  amounts  owing  to
         shareholders, officers and employees of $232,581 (2002 - $224,872).

(b)      During the year,  the  Company  expensed  $32,338  (2002 - $55,192)  of
         interest charges on a loan payable to a related party.

(c)      During the year,  the Company paid interest of $8,554 (2002 - nil) on a
         shareholder's  personal  debt which is related to personal  property of
         the  shareholder  that is pledged as security  for the  Company's  debt
         obligations.

18.      Stock options

During the year ended December 31, 2003 the Company issued 650,000 stock options
to a shareholder,  who is a  non-employee,  for  consulting and other  services,
valued at $103,350.  The Company used the Black-Scholes  option pricing model to
determine the value of these options.  The Company used a 2% risk-free  interest
rate  which  equals  the  three  year  yield on US  Treasury  bills  and a stock
volatility rate of 128%.

The options may be  exercised  by the Optionee in whole or in multiples of 1,000
shares at any time on or prior to December 31, 2005 for a purchase price of $.10
per share.


<PAGE>

InteliSys Aviation Systems of America Inc.
Notes to the Consolidated Financial Statements
December 31, 2003
(in US dollars)


19.  Subsequent events

Subsequent  to year end,  the Company  has issued  5,754,387  common  shares for
proceeds of $372,735 as part of an offshore placement  agreement,  relying of an
exemption as provided under Regulation S of the Securities Act of 1933.

In  February   2004,  the  Company   received   notice  that  a  shareholder  is
contemplating  litigation  against  the  Company  for the  alleged  breach  of a
memorandum  of   understanding,   related  to  share   subscriptions  and  other
compensation,  which was entered  into on April 17, 2002 and amended on November
22, 2002.

The  Company's  position is that it fully  satisfied  its  obligation  under the
memorandum of understanding in 2002 and that no further liability existed to the
shareholder  at  December  31,  2002  and  December  31,  2003.   However,   the
shareholder's  interpretation  of the  agreement is  different  from that of the
Company.

The Company is now seeking to settle the dispute. As part of the settlement, the
Company has agreed to issue  1,821,429  common shares to the  shareholder  which
will be recorded  as an expense in 2004,  when it became  determinable  based on
negotiations with the shareholder.

<PAGE>


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

None

Item 8A. Controls and Procedures.

Disclosure Controls and Procedures. The issuer's principal executive officer and
principal financial  officers,  are responsible for establishing and maintaining
disclosure  controls and procedures (as defined in Exchange Act Rules  13a-15(e)
and  15d-15(e))  and internal  control over  financial  reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and has:

     -  designed  such  disclosure  controls  and  procedures,  or  caused  such
disclosure  controls and procedures to be designed under their  supervision,  to
ensure  that  material  information  relating  to  the  issuer,   including  its
consolidated  subsidiaries,  is  made  known  to  them by  others  within  those
entities, particularly during the period in which the periodic reports are being
prepared;

         - designed such internal  control over financial  reporting,  or caused
such  internal  control  over  financial  reporting  to be designed  under their
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

         - evaluated the effectiveness of the issuer's  disclosure  controls and
procedures as of the end of the fiscal year (the "Evaluation Date").

     Based on their  evaluation as of the Evaluation  Date, his conclusion about
the  effectiveness  of the disclosure  controls and procedures were that nothing
indicated:

         - any  significant  deficiencies in the design or operation of internal
controls which could adversely affect the issuer's  ability to record,  process,
summarize and report financial data;

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

         - any material weaknesses in internal controls that have been or should
be identified for the issuer's  auditors and disclosed to the issuer's  auditors
and the audit  committee of the board of directors  (or persons  fulfilling  the
equivalent function).

In addition,  the issuer's  disclosure  controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act.



<PAGE>

Internal  Control Over Financial  Reporting.  There have not been any changes in
the Company's internal control over financial reporting (as such term is defined
in Rules  13a-15(f)  under the Exchange Act) during the Company's  fourth fiscal
quarter that have materially  affected,  or are reasonably  likely to materially
affect, the Company's internal control over financial reporting.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

Set forth below is certain  information  concerning each person who served as an
executive  officer  during the year ended  December  31, 2003 or is  presently a
director of the  Company.  All officers  and  directors  hold office until their
respective  successors  are  elected  and  qualified,  or  until  their  earlier
resignation  or  removal.  There  are no family  relationships  among any of our
directors or executive officers.

The  following  sets  forth the names and ages of our  directors  and  executive
officers:

                              Age     Title
                              ----    -------------------------
Ralph Eisenschmid              37     President, CEO,
                                      and Director

Jock English                   53     Vice President, Sales and
                                      Marketing, Secretary
                                      and Director

Denis Gallant                  31    Chief Financial Officer

Ralph Eisenschmid - Founder/President

Mr. Eisenschmid created the InteliSys / Amelia concept in 1987. Over the past 17
years he has led the sales,  implementation  and development of a broad range of
software for the operation and management of 19 mid-sized airlines. Prior to his
career in aviation,  he co-founded a software  joint venture that  developed and
implemented  innovative  solutions for industries that included travel services,
transportation,   construction,   and   pharmaceuticals.   Mr.  Eisenschmid  was
instrumental in designing, organizing, and implementing a new operating division
of a domestic airline to manage the operational  needs of an international  tour
operator.  As well as being a proven systems analyst and programmer,  he has had
experience as a licensed multi-engine  commercial airline pilot. Mr. Eisenschmid
speaks  three  languages,  and  has  extensive  real-world  business  experience
implementing  and  supporting  high  performance  airline  technology  solutions
internationally.


<PAGE>

Jock English - Vice President, Sales and Marketing

Mr. English has over 20 years experience in software development,  marketing and
sales.  His primary  experience has been in managing both sales and marketing of
mission critical enterprise software systems for both U.S. and Canadian software
firms.  During his  employment  with a U.S.  based Fortune 300 software firm Mr.
English was responsible for product  introduction  and initial sales  activities
for a family of software  products to markets in over 50 countries.  Mr. English
is a  registered  professional  engineer  in Canada  and a holds  both U.S.  and
Canadian private pilots licenses.

Denis Gallant - Chief Financial Officer

Mr. Gallant joined InteliSys  Aviation Systems of America Inc.in February 2003.,
as its  Chief  Financial  Officer.  Mr.  Gallant  comes  with  over 8  years  of
experience in the accounting  field.  More notably,  Mr. Gallant served as Chief
Accountant for another  company whose  securities were traded on the NASD OTCBB.
His primary  responsibilities  were  overseeing  the  accounting  and  financial
reporting to both the  Securities  and Exchange  Commission  and other  external
customers.  Mr.  Gallant  speaks two  languages and holds a Bachelor of Business
Administration degree with a Major in Accounting.

None of our  directors  holds any  directorships  in  companies  with a class of
securities  registered  pursuant to Section 12 of the Securities Exchange Act or
subject  to the  requirements  of  Section  15(d)  of  such  Act or any  company
registered as an investment company under the Investment Company Act of 1940, as
amended.

All directors hold office until the next annual meeting of  stockholders  or the
election and qualification of their successors. Our directors do not receive any
compensation  for their  services as members of the Board of Directors,  but are
entitled  to  reimbursement  for  expenses  incurred  in  connection  with their
attendance at Board of Directors' meetings.  Officers are appointed by the Board
of Directors and serve at the discretion of the Board.

We do not have audit,  nominating  or  compensation  committees.  The Company is
currently  seeking  independent  board  members  to join  its  current  board of
directors.  The Company has not been successful in retaining  independent  board
members in order to form its audit committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the Exchange Act requires the  Company's  executive  officers,
directors and persons who  beneficially  own more than 10% of a registered class
of the Company's equity  securities to file with the Commission  initial reports
of  ownership  and  reports of changes in  ownership  of Common  Stock and other
equity  securities  of the  Company.  Such  persons are  required by  Commission
regulations  to furnish the Company with copies of all Section  16(a) forms they
filed.

We are not aware of any instances in fiscal year 2003 when an executive officer,
director  or  owners of more than 10% of the  outstanding  shares of our  common
stock failed to comply with the reporting  requirements  of Section 16(a) of the
Securities  Exchange Act of 1934,  other than the Form 4s which should have been
filed by Mohamed Ahmed Juman and Lloyd Poirier.


<PAGE>

Code of Ethics

The Company has adopted a code of ethics that applies to its principal executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  or persons performing similar functions. For purposes of this Item,
the term code of ethics means written standards that are reasonably  designed to
deter wrongdoing and to promote:

- honest and  ethical  conduct,  including  the  ethical  handling  of actual or
apparent conflicts of interest between personal and professional  relationships;
- full, fair,  accurate,  timely, and  understandable  disclosure in reports and
documents that the issuer files with, or submits to, the Commission and in other
public   communications  made  by  the  issuer;  -  compliance  with  applicable
governmental  laws,  rules and regulations;  - the prompt internal  reporting of
violations of the code to the board of directors or another  appropriate  person
or persons; and - accountability for adherence to the code.

The Company  hereby  undertakes to provide to any person  without  charge,  upon
request,  a copy of such code of ethics.  Such request may be made in writing to
the board of directors at the address of the issuer.

Item 10.  Executive Compensation.

The following table sets forth  information with respect to compensation we paid
for the years ended  December  31,  2003,  2002 and 2001,  for services of Ralph
Eisenschmid,  our President  and CEO,  Jock English,  VP Sales and Marketing and
Denis Gallant, CFO. We have not paid any executive officer in excess of $100,000
(including salaries and benefits) during the years ended December 31, 2003, 2002
or 2001.

Summary of Annual Compensation

<PAGE>

Summary of Annual Compensation

<TABLE>
<CAPTION>
                                                                     ----------------------
                                  Annual Compensation                          Awards             Payouts
                                  -------------------                          ------             -------
                                                       Other                         Securities    Long-
Name and                                               Annual       Restricted       Underlying    Term      All other
Principle                                              Compen-        Stock            Options    Incentive   compen-
Position       Year     Salary ($)     Bonus ($)      sation ($)     Awards ($)          ($)      Plans ($)  sation ($)
---------      ----     ----------     ---------      ----------    -----------       ---------   ---------  ----------
<S>            <C>       <C>           <C>            <C>           <C>               <C>         <C>        <C>
Ralph          2003     $56,875         $  0         $      0              0               0        0           0
Eisenschmid,   2002     78,750             0         $12,087(1)    1,007,954(3)            0        0           0
President,     2001      50,400            0                0              0               0        0           0
CEO

Jock           2003     $41,600         $  0          $     0              0               0        0           0
English,       2002     $59,920         $  0          $26,073(1)   $ 290,550(4)            0        0           0
Vice Pres.,    2001     $25,200         $  0          $ 7,875(2)           0               0        0           0
Sales &
Marketing

Denis          2003     $33,540         $  0          $     0              0               0        0           0
Gallant,
Chief
Financial
Officer
</TABLE>


<PAGE>

(1)  Other  annual  compensation  represents  retroactive  pay  increases.   (2)
Represents commissions

(3) Mr.  Eisenschmid  received  5,039,772  Exchangeable  Shares to  reflect  his
minimal pay during the past several years.  (4) Mr. English  received  1,500,000
Exchangeable  shares to  reflect  his  working  for  minimal  pay since  joining
Convergix and in lieu of $9,450 in unpaid commissions.

We  have  no  employment  agreements  with  any of  our  executive  officers  or
employees.


<PAGE>


Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following  table lists, as of April 12, 2004, the number of shares of common
stock beneficially owned by (i) each person or entity known to the Company to be
the beneficial owner of more than 5% of the outstanding  common stock; (ii) each
officer and director of the Company;  and (iii) all officers and  directors as a
group.  Information  relating to  beneficial  ownership  of common  stock by our
principal  stockholders  and management is based upon  information  furnished by
each  person  using  "beneficial  ownership"  concepts  under  the  rules of the
Securities and Exchange Commission.  Under these rules, a person is deemed to be
a  beneficial  owner of a security  if that person has or shares  voting  power,
which  includes  the power to vote or direct  the  voting  of the  security,  or
investment  power,  which includes the power to vote or direct the voting of the
security.  The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange  Commission rules, more than one person may be
deemed to be a  beneficial  owner of the same  securities,  and a person  may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest.

The  percentages  below are calculated  based on 23,797,724  shares of InteliSys
Aviation  Systems of America  Inc.  common  stock  issued  and  outstanding  and
21,788,333  shares of InteliSys  Acquisition  Co.,  exchangeable  into shares of
InteliSys Aviation Systems of America Inc. on a one-for-one basis  (Exchangeable
Shares).

The  Company  has 650,000  options  outstanding.  There are no warrants or other
securities convertible into shares of common stock.

 Officers, Directors,

   5% Shareholder             No. of Shares            Beneficial Ownership
  -----------------           -------------            --------------------
                                                                 %

Ralph Eisenschmid            13,347,105   (1)(2)          29%
65 Matheieu-Martin
Grand Barachois
New Brunswick
Canada E4P 7V7

Jock English                  1,500,000     (1)            3%
113 Cap Brule  Road
Boudreau West,
New Brunswick
Canada E1P 6J1

Mohamed Juman                 8,962,964     (1)           19%
PO Box 743
Manama
Kingdom of Bahrain


<PAGE>

Lloyd Poirier                 4,116,429                                   9%
Costa Rica

Californian Securities S.A.
Edificio Bilbao Plaza, Suite 418
Avenida Bilbao, Panama City

Republic de Panama         7,284,999                          15%



All directors and
executive officers as

a Group (2 persons)          14,872,105                        32%

----------

(1) Includes shares of InteliSys  Acquisition Co.,  exchangeable  into shares of
InteliSys Aviation Systems of America Inc. on a one-for-one basis  (Exchangeable
Shares).  Said  shares are  included by the  Company in the  computation  of the
number of shares issued and outstanding.

(2)  Includes  783,333  shares  owned  by  Charlene  Eisenschmid,  wife of Ralph
Eisenschmid.

The persons or entities  named in this table,  based upon the  information  they
have provided to us, have sole voting and  investment  power with respect to all
shares of common stock beneficially owned by them.

Item 12.  Certain Relationships and Related Transactions

None of the following  persons had any direct or indirect  material  interest in
any transaction to which we were or are a party during the past two years, or in
any proposed transaction to which the Company proposes to be a party:

a)            any director or officer;

b)            any person who beneficially owns,  directly or indirectly,  shares
              carrying more than 5% of the voting rights  attached to our common
              stock; or

c)            any  relative or spouse of any of the  foregoing  persons,  or any
              relative of such spouse,  who has the same house as such person or
              who is a director or officer of any parent or subsidiary.

<PAGE>

Item 13.  Exhibits and Reports on Form 8-K.

         (a) Exhibits to this Report are all  documents  previously  filed which
are  incorporated  herein as exhibits to this Report by  reference  to all other
reports  previously  filed by the Company pursuant to the Securities Act of 1933
and the Securities Exchange Act of 1934.

We are filing the exhibits listed below with this Report:

Exhibit No.    Description
-----------    -----------
3.1            Amendment to Articles of Incorporation *

31.1           Certification of Chief Executive  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

31.2           Certification of Chief Financial  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

32.1           Certification  of  the  President  and  Chief  Executive  Officer
               pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

32.2           Certification  of the  Chief  Financial  Officer  pursuant  to 18
               U.S.C.   1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

* Incorporated by reference to the Information Statement filed by the Company on
March 12, 2004.

(b)  Reports  on Form 8-K.  The  Company  has not filed any  Reports on Form 8-K
during the last quarter of the fiscal year of December 31, 2003.





<PAGE>

         (b) Reports on Form 8-K.  The Company has not been filed any Reports on
Form 8-K during the last quarter of the fiscal year of December 31, 2003.

Item 14.  Principal Accountant Fees and Services.

Grant  Thornton  LLP has  served as the  Company's  Principal  Accountant  since
February 19, 2003. Their fees billed to the Company are set forth below:


                           Fiscal year ending    Fiscal year ending
                           December 31, 2003     December 31, 2002
                           -------------------   -------------------
Audit Fees                 $    63,875             $  46,800
Audit Related Fees               2,340                     -
Tax Fees                   $    20,780                     -
All Other Fees             $                       $