UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[xx] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
                                            --------------

                         Commission file Number: 0-28053
                                                 -------

                           INVESTMENT ASSOCIATES, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                                     Nevada
        -----------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   98-0204280
        -----------------------------------------------------------------
                     (I.R.S. Employer Identification Number)

                                    Suite 810
                               1708 Dolphin Avenue
                       Kelowna, British Columbia, V1Y 9S4
        -----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (250) 868-8177
        -----------------------------------------------------------------
                           (Issuer's telephone number)


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. [ X ] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). (check one): Yes [ X ] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:       1,000,000 common shares as
                                                 at May 11, 2006

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


<PAGE>

                           INVESTMENT ASSOCIATES, INC.


                                      INDEX

PART 1.  FINANCIAL INFORMATION

         Item 1  Financial Statements

                 Balance Sheet as of March 31, 2006 (unaudited)             1

                 Statements of Operations for the six months
                 ended March 31, 2006 and 2005 (unaudited)                  2

                 Statements of Cash Flows for the six months
                 ended March 31, 2006 and 2005 (unaudited)                  3

                 Condensed Notes to Interim Financial Statements            4

         Item 2  Plan of Operation

         Item 3  Controls and Procedures                                   13

PART II. OTHER INFORMATION

         Item 1  Legal Proceedings                                         13

         Item 2  Unregistered Sales of Equity Securities and
                 Use of Proceeds                                           13

         Item 3  Defaults Upon Senior Securities                           13

         Item 4  Submission of Matters to a Vote of Security Holders       13

         Item 5  Other Information                                         13

         Item 6  Exhibits and Reports on Form 8K                           13


         SIGNATURES                                                        14

<PAGE>

INVESTMENT ASSOCIATES, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
--------------------------------------------------------------------------------


                                                     March 31,
                                                      2006        September 30,
                                                   (unaudited)        2005
                                                    --------        --------
ASSETS

CURRENT ASSETS
     Cash                                           $  2,703        $  2,258
                                                    --------        --------

TOTAL ASSETS                                        $  2,703        $  2,258
                                                    ========        ========



LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued liabilities       $  2,542        $  3,500
     Indebtedness to related parties                  18,720          11,720
     Loans payable                                    10,000          10,000
                                                    --------        --------

         TOTAL CURRENT LIABILITIES                    31,262          25,220
                                                    --------        --------


COMMITMENTS AND CONTINGENCIES                           --              --
                                                    --------        --------


STOCKHOLDERS' DEFICIT
     Common stock, 25,000,000 shares authorized;
            $0.001 par value; 1,000,000 shares
            issued and outstanding                     1,000           1,000
     Additional paid-in capital                       29,283          29,283
     Accumulated deficit during development stage    (58,842)        (53,245)
                                                    --------        --------

         TOTAL STOCKHOLDERS'  DEFICIT                (28,559)        (22,962)
                                                    --------        --------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $  2,703        $  2,258
                                                    ========        ========

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

                                        1
<PAGE>


<TABLE>

INVESTMENT ASSOCIATES, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<CAPTION>

                                                                                                                    From
                                                                                                                  July 18,
                                                                                                                    1997
                                                        Three Months Ended            Six Months Ended           (Inception)
                                                    --------------------------    --------------------------         to
                                                       March 31,     March 31,      March 31,     March 31,       March 31,
                                                         2006          2005          2006           2005            2006
                                                     (unaudited)   (unaudited)    (unaudited)    (unaudited)    (unaudited)
                                                    -----------    -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>            <C>
REVENUES                                            $      --      $      --      $      --      $      --      $      --
                                                    -----------    -----------    -----------    -----------    -----------

EXPENSES
     Selling, general and administrative expenses         4,013          1,615          5,597          3,027         62,620
     Loss on write-down of note receivable                 --             --             --             --           18,679
     Gain on forgiveness of note payable                   --             --             --             --          (22,500)
     Interest expense                                      --             --             --             --               43
                                                    -----------    -----------    -----------    -----------    -----------

       TOTAL EXPENSES                                     4,013          1,615          5,597          3,027         58,842
                                                    -----------    -----------    -----------    -----------    -----------


LOSS FROM OPERATIONS                                     (4,013)        (1,615)        (5,597)        (3,027)       (58,842)
                                                    -----------    -----------    -----------    -----------    -----------


LOSS BEFORE TAXES                                        (4,013)        (1,615)        (5,597)        (3,027)       (58,842)


INCOME TAXES                                               --             --             --             --             --
                                                    -----------    -----------    -----------    -----------    -----------


NET LOSS                                            $    (4,013)   $    (1,615)   $    (5,597)   $    (3,027)   $   (58,842)
                                                    ===========    ===========    ===========    ===========    ===========


     NET LOSS PER COMMON SHARE,
       BASIC AND DILUTED                                   nil            nil     $     (0.01)           nil
                                                    ===========    ===========    ===========    ===========


     WEIGHTED AVERAGE NUMBER
       OF COMMON SHARES OUTSTANDING,
       BASIC AND DILUTED                              1,000,000      1,000,000      1,000,000      1,000,000
                                                    ===========    ===========    ===========    ===========
</TABLE>

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

                                        2
<PAGE>

<TABLE>

INVESTMENT ASSOCIATES, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<CAPTION>
                                                                                                 From
                                                                                               July 18,
                                                                                                 1997
                                                                     Six Months Ended         (Inception)
                                                                 ------------------------         to
                                                                 March 31,      March 31,      March 31,
                                                                   2006          2005           2006
                                                                (unaudited)   (unaudited)    (unaudited)
                                                                 -------        -------        --------
<S>                                                              <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                   $(5,597)       $(3,027)       $(58,842)
      Adjustments to reconcile net loss to net cash used
        in operating activities:
           Loss on write-down of note receivable                    --             --            18,679
           Gain on forgiveness note payable                         --             --           (22,500)
           Increase (decrease) in accounts payable and
              accrued liabilities                                   (958)        (1,700)          2,542
                                                                 -------        -------        --------
           Net cash used by operating activities                  (6,555)        (4,727)        (60,121)
                                                                 -------        -------        --------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
      Issuance of note receivable                                   --             --           (18,679)
                                                                 -------        -------        --------
           Net cash used by investing activities                    --             --           (18,679)
                                                                 -------        -------        --------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
      Issuance of common stock                                      --             --             1,000
      Proceeds from issuance of loan payable                        --             --            10,000
      Proceeds from related party advances                         7,000           --            18,720
      Proceeds from issuance of note payable                        --             --            22,500
      Capital contributed by an affiliate                           --            5,500          29,283
                                                                 -------        -------        --------
           Net cash provided by financing activities               7,000          5,500          81,503
                                                                 -------        -------        --------

      NET INCREASE IN CASH                                           445            773           2,703

CASH, BEGINNING OF PERIOD                                          2,258             93            --
                                                                 -------        -------        --------

CASH, END OF PERIOD                                              $ 2,703        $   866        $  2,703
                                                                 =======        =======        ========

SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest paid                                              $  --          $  --          $     43
                                                                 =======        =======        ========
      Income taxes paid                                          $  --          $  --          $   --
                                                                 =======        =======        ========

NON-CASH TRANSACTIONS:
      1,000,000 shares of common stock issued for services       $  --          $  --          $  1,000

</TABLE>

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

                                        3
<PAGE>


INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2006
--------------------------------------------------------------------------------


NOTE 1 - BASIS OF PRESENTATION

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Regulation S-B as promulgated by the
Securities and Exchange Commission.  Accordingly,  these financial statements do
not include all of the  disclosures  required by generally  accepted  accounting
principles  in the United States of America for complete  financial  statements.
These unaudited interim financial  statements should be read in conjunction with
the audited financial statements for the period ended September 30, 2005. In the
opinion of management,  the unaudited  interim  financial  statements  furnished
herein include all adjustments,  all of which are of a normal recurring  nature,
necessary for a fair statement of the results for the interim period  presented.
Operating  results  for the  six-month  period  ending  March  31,  2006 are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 2006.

The Company is a "blank check" company. It was organized to evaluate,  structure
and complete a merger with, or acquisition of, a privately owned corporation.

Interim financial data presented herein are unaudited.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern
-------------
The  accompanying  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 shown in the  accompanying
financial statements,  the Company has no revenues,  minimal cash, and recurring
losses since  inception.  These  factors,  among  others,  may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  Management's plans are to
engage in evaluating,  structuring, and completing a merger with, or acquisition
of, a privately owned corporation. These plans, if successful, will mitigate the
factors which raise substantial doubt about the Company's ability to continue as
a going concern. The Company's continuation as a going concern is dependent upon
continuing capital  contributions from an affiliate to meet its obligations on a
timely basis, consummating a business combination with an operating company, and
ultimately  attaining  profitability.  There is no assurance  that the affiliate
will continue to provide capital to the Company or that the Company can identify
a target company and consummate a business combination. The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

                                        4
<PAGE>


INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2006
--------------------------------------------------------------------------------

Recent Accounting Pronouncements
--------------------------------
In March 2006,  the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 156, "Accounting for Servicing of Financial
Assets,  an Amendment of FASB Statement No. 140,"  (hereinafter  "SFAS No. 156).
This  statement  requires an entity to recognize a servicing  asset or servicing
liability each time it undertakes an obligation to service a financial  asset by
entering  into a  servicing  contract  in any of  the  following  situations:  a
transfer of the servicer's financial assets that meets the requirements for sale
accounting;  a  transfer  of the  servicer's  financial  assets to a  qualifying
special-purpose  entity in a  guaranteed  mortgage  securitization  in which the
transferor retains all of the resulting securities and classifies them as either
available-for-sale  securities  or  trading  securities;  or an  acquisition  or
assumption of an obligation to service a financial asset that does not relate to
financial assets of the servicer or its consolidated  affiliates.  The statement
also  requires  all  separately   recognized   servicing  assets  and  servicing
liabilities to be initially  recorded at fair value,  if practicable and permits
an entity to choose either the  amortization or fair value method for subsequent
measurement  of each class of servicing  assets and  liabilities.  The statement
further  permits,  at its  initial  adoption,  a  one-time  reclassification  of
available-for-sale  securities to trading securities by entities with recognized
servicing  rights,   without  calling  into  question  the  treatment  of  other
available-for-sale  securities  under  Statement  No.  115,  provided  that  the
available-for-sale  securities  are  identified in some manner as offsetting the
entity's  exposure  to changes in fair value of  servicing  assets or  servicing
liabilities  that a servicer  elects to  subsequently  measure at fair value and
requires  separate  presentation of servicing  assets and servicing  liabilities
subsequently  measured at fair value in the statement of financial  position and
additional  disclosures  for all  separately  recognized  servicing  assets  and
servicing  liabilities.  This statement is effective for fiscal years  beginning
after September 15, 2006,  with early adoption  permitted as of the beginning of
an entity's fiscal year. Management believes the adoption of this statement will
have no impact on the Company's financial condition or results of operations.

In February 2006, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial
Instruments,  an Amendment of FASB Standards No. 133 and 140," (hereinafter SFAS
No. 155).  This statement  established  the  accounting for certain  derivatives
embedded in other  instruments.  It  simplifies  accounting  for certain  hybrid
financial  instruments  by permitting  fair value  remeasurement  for any hybrid
instrument that contains an embedded  derivative  that would  otherwise  require
bifurcation  under  SFAS No. 133 as well as  eliminating  a  restriction  on the
passive derivative instruments that a qualifying special-purpose entity may hold
under SFAS No. 140. This statement  allows a public entity to irrevocably  elect
to initially and subsequently measure a hybrid instrument that would be required
to be  separated  into a host  contract and  derivative  in its entirety at fair
value  (with  changes  in fair value  recognized  in  earnings)  so long as that
instrument is not designated as a hedging instrument  pursuant to the statement.
SFAS No. 140  previously  prohibited  a qualifying  special-purpose  entity from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument.  This statement is effective
for fiscal  years  beginning  after  September  15,  2006,  with early  adoption
permitted as of the beginning of an entity's  fiscal year.  Management  believes
the adoption of this  statement  will have no impact on the Company's  financial
condition or results of operations.

                                        5
<PAGE>


INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2006
--------------------------------------------------------------------------------

In May 2005,  the  Financial  Accounting  Standards  Board  issued  Statement of
Financial   Accounting   Standards  No.  154,   "Accounting  Changes  and  Error
Corrections,"  (hereinafter "SFAS No. 154") which replaces Accounting Principles
Board  Opinion  No.  20,  "Accounting  Changes",  and  SFAS  No.  3,  "Reporting
Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion
No. 28". SFAS No. 154 provides  guidance on accounting for and reporting changes
in  accounting  principle  and error  corrections.  SFAS No. 154  requires  that
changes in  accounting  principle  be applied  retrospectively  to prior  period
financial  statements and is effective for fiscal years beginning after December
15, 2005. The Company does not expect SFAS No. 154 to have a material  impact on
its consolidated financial position, results of operations, or cash flows.

In December 2004, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 153,  "Exchange of  Nonmonetary  Assets an
amendment of ARB Opinion No. 29." This  statement  addresses the  measurement of
exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, "Accounting
for  Nonmonetary  Transactions,"  is based on the  principle  that  exchanges of
nonmonetary  assets  should be  measured  based on the fair  value of the assets
exchanged. The guidance in that opinion, however, included certain exceptions to
that principle.  This statement amends Opinion 29 to eliminate the exception for
nonmonetary  exchanges  of  similar  productive  assets and  replaces  it with a
general  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  A nonmonetary  exchange has commercial  substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. Management believes the adoption of this statement will have no
impact on the financial statements of the Company.

In December 2004, the Financial  Accounting  Standards Board issued to Statement
of  Financial  Accounting  Standards  No. 123 (R),  "Accounting  for Stock Based
Compensation"  (hereinafter  "SFAS No.  123R").  This  statement  supersedes APB
Opinion No. 25,  "Accounting  for Stock  Issued to  Employees,"  and its related
implementation guidance. This statement establishes standards for the accounting
for transactions in which an entity  exchanges its equity  instruments for goods
or  services.  It  also  addresses   transactions  in  which  an  entity  incurs
liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity  instruments.  This statement  focuses  primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions.  This  statement  does not  change  the  accounting  guidance  for
share-based  payment  transactions with parties other than employees provided in
SFAS No. 123. This  statement does not address the accounting for employee share
ownership  plans,  which  are  subject  to AICPA  Statement  of  Position  93-6,
"Employers'  Accounting  for Employee  Stock  Ownership  Plans." The Company has
determined  that  there  was no  impact  to its  financial  statements  from the
adoption of this statement.

                                        6
<PAGE>


INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2006
--------------------------------------------------------------------------------

In November 2004, the Financial  Accounting Standards Board issued SFAS No. 151,
"Inventory Costs-- an amendment of ARB No. 43, Chapter 4." This statement amends
the  guidance  in ARB No. 43,  Chapter 4,  "Inventory  Pricing,"  to clarify the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that ". . . under  some  circumstances,  items  such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so abnormal as to require  treatment as current period  charges.  . . ." This
statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities. Management does not believe the adoption of this statement will have
any  immediate  material  impact on the  Company  as the  Company  maintains  no
inventory.

Use of Estimates
----------------
The process of preparing  financial  statements  in conformity  with  accounting
principles  generally  accepted in the United States of America requires the use
of estimates and  assumptions  regarding  certain types of assets,  liabilities,
revenues,   and  expenses.   Such  estimates   primarily   relate  to  unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.


NOTE 3 - LOAN PAYABLE

During the year ended  September  30,  2002,  an  unrelated  third party made an
unsecured,  non-interest  bearing loan to the Company for working  capital.  The
loan remains unpaid at December 31, 2005 and is due on demand.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Company maintains a mailing address at the offices of RD Capital,  Inc. ("RD
Capital"),  an affiliate under common control.  At this time, the Company has no
need for an office.

RD  Capital  has  assumed  responsibility  for  funding  the  Company's  limited
operations.  The Company accounts for such proceeds as contributed capital or as
indebtedness  to a related party.  During the year ended  September 30, 2004, RD
Capital  made   contributions  to  the  Company  totaling  $6,092.   No  capital
contributions  were made during the year ended September 30, 2005. Through March
31,  2006,  RD  Capital  has  contributed  a total of  $29,283  on behalf of the
stockholders,  which is included in the  accompanying  financial  statements  as
"additional  paid-in  capital".  RD Capital does not expect to be repaid for its
capital contributions to the Company.

                                        7
<PAGE>

INVESTMENTS ASSOCIATES, INC.
(A Development Stage Enterprise)
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2006
--------------------------------------------------------------------------------

At  March  31,  2006,  the  Company  owed  $18,270  to  related  parties.   This
indebtedness  is non-interest  bearing,  not  collateralized  and due on demand.
During the period  ended  December  31, 2005,  RD Capital  loaned  $7,000 to the
Company.  During the year ended  September 30, 2005, RD Capital loaned $9,000 to
the Company. During the year ended September 30, 2001, Strathmore Minerals Corp,
an affiliate corporation under common control, loaned $2,720 to the Company.


NOTE 5 - COMMON STOCK

During the year ended September 30, 1997, the Company issued 1,000,000 shares of
common  stock in exchange  for  services.  There have been no  issuances  of the
Company's common stock after September 30, 1997.

                                        8
<PAGE>


                               PLAN OF OPERATIONS

The following discussion of the plan of operations of the Company should be read
in conjunction with the financial statements and the related notes thereto
included elsewhere in this quarterly report for the six months ended March 31,
2006. This quarterly report contains certain forward-looking statements and the
Company's future operation results could differ materially from those discussed
herein.

We intend to seek to acquire assets or shares of an entity actively engaged in a
business that generates revenues, in exchange for its securities. We have not
identified a particular acquisition target and have not entered into any
negotiations regarding an acquisition. As soon as this registration statement
becomes effective under Section 12 of the '34 Act, we intend to contact
investment bankers, corporate financial analysts, attorneys and other investment
industry professionals through various media. None of our officers, directors,
promoters or affiliates have engaged in any preliminary contact or discussions
with any representative of any other company regarding the possibility of an
acquisition or merger with us as of the date of this registration statement.

Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing how the transaction is structured, the
Company's Board of Directors expects that it will provide our shareholders with
complete disclosure documentation concerning a potential business opportunity
and the structure of the proposed business combination prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement, in
addition to the post-effective amendment.

While any disclosure must include audited financial statements of the target
entity, we cannot assure you that such audited financial statements will be
available. As part of the negotiation process, the Board of Directors does
intend to obtain certain assurances of value, including statements of assets and
liabilities, material contracts, accounts receivable statements, or other
indicia of the target entity's condition prior to consummating a transaction,
with further assurances that an audited statement would be provided prior to
execution of a merger or acquisition agreement. Closing documents will include
representations that the value of the assets transferred will not materially
differ from the representations included in the closing documents, or the
transaction will be voidable.

Due to our intent to remain a shell corporation until a merger or acquisition
candidate is identified, it is anticipated that its cash requirements shall be
minimal, and that all necessary capital, to the extent required, will be
provided by the directors or officers. We do not anticipate that we will have to
raise capital in the next twelve months. We also do not expect to acquire any
plant or significant equipment.

We have not and do not intend to enter into, any arrangement, agreement or
understanding with non-management shareholders allowing non-management
shareholders to directly or indirectly participate in or influence our
management of the Company. As a result, management is in a position to elect a
majority of the directors and to control our affairs.

We have no full time employees. Our President and Secretary have agreed to
allocate a portion of their time to our activities, without compensation. These
officers anticipate that our business plan can be implemented by their devoting
approximately five (5) hours each per month to our business affairs and,
consequently, conflicts of interest may arise with respect to their limited time
commitment. We do not expect any significant changes in the number of employees.
See "Management."

Our officers and directors may become involved with other companies who have a
business purpose similar to ours. As a result, potential conflicts of interest
may arise in the future. If a conflict does arise and an officer or director is
presented with business opportunities under circumstances where there may be a
doubt as to whether the opportunity should belong to the Company or another
"blank check" company they are affiliated with, they will disclose the
opportunity to all the companies. If a situation arises where more than one
company desires to merge with or acquire that target company and the principals

                                       9
<PAGE>



of the proposed target company have no preference as to which company will merge
with or acquire the target company, the company that first filed a registration
statement with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction. See "Risk Factors - Affiliation With
Other "Blank Check" Companies."

General Business Plan
---------------------

Our purpose is to seek, investigate and, if investigation warrants, acquire an
interest in business opportunities presented to it by persons or firms that
desire to seek the perceived advantages of an Exchange Act registered
corporation. We will not restrict our search to any specific business, industry,
or geographical location and we may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to restrict our discretion to search for
and enter into potential business opportunities. Management anticipates that it
may be able to participate in only one potential business venture because we
have nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to our shareholders
because it will not permit us to offset potential losses from one venture
against gains from another.

We may seek a business opportunity with entities that have recently commenced
operations, or that wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

We anticipate that the selection of a business opportunity will be complex and
extremely risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available capital,
management believes that there are numerous firms seeking the perceived benefits
of a publicly registered corporation. The perceived benefits may include
facilitating or improving the terms for additional equity financing that may be
sought, providing liquidity for incentive stock options or similar benefits to
key employees, providing liquidity (subject to restrictions of applicable
statutes) for all shareholders and other factors. Potentially, available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of these business opportunities extremely difficult
and complex.

We have, and will continue to have, no capital to provide the owners of business
opportunities with any significant cash or other assets. However, management
believes we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-KSB's, or
10-QSB's, agreements and related reports and documents. The '34 Act specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the `34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data that would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.

The analysis of new business opportunities will be undertaken by our officers
and directors, none of whom is a professional business analyst. Management
intends to concentrate on identifying preliminary prospective business
opportunities that may be brought to our attention through present associations
of our officers and directors, or by our shareholders. In analyzing prospective
business opportunities, management will consider:

     -    the available technical, financial and managerial resources;

     -    working capital and other financial requirements;

     -    history of operations, if any;

     -    prospects for the future;

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<PAGE>

     -    nature of present and expected competition;

     -    the quality and experience of management services that may be
          available and the depth of that management;

     -    the potential for further research, development, or exploration;

     -    specific risk factors not now foreseeable but could be anticipated to
          impact our proposed activities;

     -    the potential for growth or expansion;

     -    the potential for profit;

     -    the perceived public recognition of acceptance of products, services,
          or trades;

     -    name identification; and - other relevant factors.

Our officers and directors expect to meet personally with management and key
personnel of the business opportunity as part of their "due diligence"
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigations to evaluate the above factors. We will not
acquire or merge with any company that cannot provide audited financial
statements within a reasonable period of time after closing of the proposed
transaction.

Our management, while probably not especially experienced in matters relating to
the prospective new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of our shareholders, in accomplishing
our business purposes. We do not anticipate that any outside consultants or
advisors, except for our legal counsel and accountants, will be utilized by us
to accomplish our business purposes. However, if we do retain an outside
consultant or advisor, any cash fee will be paid by the prospective
merger/acquisition candidate, as we have no cash assets. We have no contracts or
agreements with any outside consultants and none are contemplated.

We will not restrict our search for any specific kind of firms, and may acquire
a venture that is in its preliminary or development stage or is already
operating. We cannot predict at this time the status of any business in which we
may become engaged, because the business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived
advantages that we may offer. Furthermore, we do not intend to seek capital to
finance the operation of any acquired business opportunity until we have
successfully consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the implementation of its
business plan. Because we has no capital to pay these anticipated expenses,
present management will pay these charges with their personal funds, as interest
free loans, for a minimum of twelve months from the date of this registration
statement. If additional funding is necessary, management and or shareholders
will continue to provide capital or arrange for additional outside funding.
However, the only opportunity that management has to have these loans repaid
will be from a prospective merger or acquisition candidate. Management has no
agreements with us that would impede or prevent consummation of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital indefinitely if a merger candidate cannot be found. If a merger
candidate cannot be found in a reasonable period of time, management may be
required reconsider its business strategy, which could result in our
dissolution.

Acquisition of Opportunities
----------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire stock or
assets of an existing business. On the consummation of a transaction, it is
probable that our present management and shareholders will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of our
shareholders. Furthermore, management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other shareholders on
similar terms and conditions. Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

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While the actual terms of a transaction that management may not be a party to
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In that event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of the shareholders.

As part of the "due diligence" investigation, our officers and directors will
meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis of verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures to the extent of our limited financial
resources and management expertise. How we will participate in an opportunity
will depend on the nature of the opportunity, the respective needs and desires
of the parties, the management of the target company and our relative
negotiation strength.

With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of our Company that the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, our shareholders will probably hold a
substantially lesser percentage ownership interest following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a company with substantial assets. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

We will participate in a business opportunity only after the negotiation and
execution of appropriate written agreements. Although we cannot predict the
terms of the agreements, generally the agreements will require some specific
representations and warranties by all of the parties, will specify certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties prior to and after the closing, will outline
the manner of bearing costs, including costs associated with our attorneys and
accountants, will set forth remedies on default and will include miscellaneous
other terms.

As stated previously, we will not acquire or merge with any entity that cannot
provide independent audited financial statements concurrent with the closing of
the proposed transaction. We are subject to the reporting requirements of the
'34 Act. Included in these requirements is our affirmative duty to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as our audited financial statements included in our annual
report on Form 10-K (or 10-KSB, as applicable) and quarterly reports on Form
10-Q (or 10-QSB, as applicable). If the audited financial statements are not
available at closing, or if the audited financial statements provided do not
conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable at the discretion of our present management. If the
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse us for all costs associated with the
proposed transaction.

Competition
-----------

We will remain an insignificant participant among the firms that engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we do. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.

                                       12
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Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this report, being March 31, 2006, we have carried out an evaluation
of the effectiveness of the design and operation of our company's disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of our management, including our president and chief
executive officer. Based upon that evaluation, our president and chief executive
officer concluded that our disclosure controls and procedures are effective as
of the end of the period covered by this report. There have been no significant
changes in our internal controls over financial reporting that occurred during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our president and chief
executive officer as appropriate, to allow timely decisions regarding required
disclosure.

                                     PART II
                                OTHER INFORMATION

Item 1   LEGAL PROCEEDINGS

         None

Item 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         None

Item 3   DEFAULTS UPON SENIOR SECURITIES

         None

Item 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 5   OTHER INFORMATION

         None

Item 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  31.1     Section 302 Certification of Chief Executive Officer
                  31.2     Section 302 Certification of Chief Financial Officer
                  32       Section 906 Certification


                                       13
<PAGE>


         (b) Reports on Form 8-K

                  None

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              INVESTMENT ASSOCIATES, INC.


Dated:  May 12, 2006          Per:     /s/ Robert Hemmerling
                                       -----------------------------------------
                                       Robert Hemmerling,
                                       C.F.O., Secretary, Treasurer and Director

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