UNITED STATES SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549





Form 10-K


(Amendment No. 1)





(Mark One)☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2018or☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the transition period from to





Commission File Number 000-22405





Information Analysis Incorporated


(Exact name of registrant as specified in its charter)





Virginia

54-1167364(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer Identification No.)





11240 Waples Mill Road


Suite 201


Fairfax, Virginia 22030


(Address of principal executive offices)





(703) 383-3000


Registrant’s telephone number, including area
code





Securities registered pursuant to Section 12(b) of the
Act:





None





Securities registered pursuant to Section 12(g) of the
Act:





Common Stock, par value $0.01 per share





(Title of class)





Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes
☐ No ☑





Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes ☐ No ☑





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) during the preceding 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 ☑ No ☐





Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files).Yes ☑No ☐





Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405
of this chapter) is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.☐





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company, or emerging growth company. See the definitions
of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.





Large accelerated filer ☐
Accelerated filer ☐Non-accelerated filer ☐ (Do not check if a smaller reporting
company)
Smaller reporting company ☑Emerging growth company ☐





If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐





Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the
Act). Yes
☐ No ☑





The
aggregate market value of the 7,146,068 shares of common stock held
by non-affiliates of the registrant based on the closing price of
the registrant’s common stock on June 30, 2018, was
approximately $2,572,584. For purposes of this computation, all
officers, directors and 10% beneficial owners of the registrant are
deemed to be affiliates. Such determination should not be deemed to
be an admission that such officers, directors or 10% beneficial
owners are, in fact, affiliates of the registrant.





As
of March 29, 2019, there were 11,201,760 outstanding shares of the
registrant’s common stock.





Documents Incorporated by Reference





None.














Explanatory Note





Information
Analysis Incorporated (the “Company,” “we,”
or “our”) filed its Annual Report on Form 10-K for the
fiscal year ended December 31, 2018 (the “Original Form
10-K”) with the Securities and Exchange Commission (the
“SEC”) on April 1, 2019. The Company is now filing this
Amendment No. 1 to the Original Form 10-K (this “Form
10-K/A”) solely for the purpose of providing the Part III the
information that was to be incorporated by reference from the
Company’s definitive proxy statement for its 2019 Annual
Meeting of the Stockholders (the “Proxy Statement”)
because the Proxy Statement will not be filed with the SEC within
120 days after the end of the Company’s fiscal year ended
December 31, 2018. This Form 10-K/A hereby amends and restates in
their entirety Items 10 through 14 of Part III of the Original Form
10-K, as well as the cover page to remove the statement that
information is being incorporated by reference from the Proxy
Statement.





In
addition, as required by Rule 12b–15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)
new certifications by our principal executive officer and principal
financial officer are filed as exhibits to this Form 10-K/A under
Item 15 of Part IV hereof. Because no financial statements have
been included in this Form 10-K/A and this Form 10-K/A does not
contain or amend any disclosure with respect to Items 307 and 308
of Regulation S-K, paragraphs 3, 4, and 5 of the certifications
have been omitted.





No
attempt has been made in this Form 10-K/A to modify or update the
other disclosures presented in the Original Form 10-K, including,
without limitation, the consolidated financial statements. This
Form 10-K/A does not reflect events occurring after the filing of
the Original Form 10-K or modify or update the disclosures in the
Original Form 10-K, except as set forth in this Form 10-K/A, and
should be read in conjunction with the Original Form 10-K and the
Company’s other filings with the SEC.














TABLE OF CONTENTS





PART
IIIItem 10.
Directors, Executive Officers and Corporate Governance

1Item 11.
Executive Compensation

4Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

6Item 13.
Certain Relationships and Related Transactions, and Director
Independence

7Item 14.
Principal Accounting Fees and Services

8PART
IVSIGNATURES

9EXHIBIT
INDEX


10














PART III


Item
10. Directors, Executive Officers and Corporate
Governance





Directors





The
following table sets forth the name, age (as of March 29, 2019) and
position of each of our directors.





Name of
director

Age

Director
since

Position with
the CompanyMark T.
Krial

61

2016

DirectorCharles
A. May, Jr.

81

1997

DirectorWilliam
H. Pickle

69

2015

DirectorSandor
Rosenberg

72

1979

Chairman
of the Board, Chief Executive Officer and PresidentBonnie
K. Wachtel

63

1992

DirectorJames
D. Wester

80

1985

Director





Mark T. Krial, 61, has been serving as
president of Marathon TS, Inc., an information technology and
professional services company which serves the federal government
and commercial markets, since 2009. Prior to that, he served as
president of Cornell Technical Services, an information technology
firm, for 15 years. He holds a B.S. degree from Oklahoma A&M
State University.





Mr.
Krial offers over 25 years of comprehensive achievements within
information technology-based and computer-based disciplines. He has
developed performance-based low-cost solutions through aggressive
negotiations with new and existing suppliers, and he is recognized
for the ability to incorporate innovative management techniques
that result in enhanced business practices, increased productivity,
and profits. He has proven success in sales, marketing, and
business development, and strategic planning
capabilities.





Charles A. May, Jr., 81, has been
serving as a national security and strategic business planning
consultant for several years. In 1992, he retired as a Lt. General
from the Air Force where he last served as Assistant Vice Chief of
Staff, Headquarters US Air Force, Washington, D.C. He is a graduate
of the U.S. Air Force Academy, where he once served as an Associate
Professor of Political Science. General May has also graduated from
the NATO Defense College, has a Master’s degree in
International Relations from Columbia University, and has completed
the course work toward a Ph.D., and has completed the University of
Pittsburgh’s Management Program for Executives.





General
May brings a world of experience relating to strategic planning,
the government as a customer, assessment of trends in national
security, accountability, and stability to our Board.





William H. Pickle, 69, is a government
affairs/business development consultant with over 30 years of
experience at senior levels within the federal
government.





Since
2007, Mr. Pickle has served as President of The Pickle Group, LLC,
a Washington DC-based business development company.





Mr.
Pickle served as the 37th Sergeant at Arms (SAA) of the United
States Senate. Mr. Pickle was nominated for this senior position by
Senate Majority Leader Bill Frist and elected by the Senate in
March 2003. He was re-elected in January 2005. In this position,
Mr. Pickle served as the Senate's Chief Operating Officer, Chief of
Protocol, Chief of Security; and managed over 950 Senate employees
and an annual budget exceeding $200 million. As SAA, Mr. Pickle
worked closely with Senators, Committees and senior Senate staff on
a daily basis. In addition, as the SAA, he served as Chairman of
the U.S. Capitol Police Board with direct oversight for a 2200
person police department with a budget of $300
million.





Prior
to his Senate service, Mr. Pickle served in several Senior
Executive Service (SES) positions within the Executive Branch,
which included being the first SES Director of the Transportation
Security Administration and a Deputy Inspector General of the
Department of Labor.





1





The
bulk of Mr. Pickle's career was spent with the United States Secret
Service where he rose steadily through the ranks from Special Agent
to Senior Executive. Mr. Pickle served as Executive Assistant
Director responsible for the Congressional and Legislative Affairs
program of the Secret Service from 1991 to 1998.





Mr.
Pickle is a decorated Vietnam Veteran who served with the 1st
Cavalry Division in 1968-69. Among his awards are the Bronze Star,
Purple Heart, 7 Air Medals (2 for valor), 3 Army Commendation
Medals, Vietnamese Cross of Gallantry, and the Combat Infantry
Badge.





Mr.
Pickle served on the President's Medal of Valor Award Committee and
currently serves on numerous not-for-profit and corporate boards.
He was a member of the 2004 Presidential Election Advisory
Committee.





Sandor Rosenberg, 72, is the founder of
the Company and has been Chairman of the Board and Chief Executive
Officer of the Company since 1979, and President since 1998. Mr.
Rosenberg holds a B.S. degree in Aerospace Engineering from
Rensselaer Polytechnic Institute, and has done graduate studies in
Operations Research at George Washington University.





Mr.
Rosenberg is IAI’s largest shareholder. He has been guiding
IAI through three decades. Mr. Rosenberg has been involved in
developing our core competencies.





Bonnie K. Wachtel, 63, is a principal of
Wachtel & Co., Inc., a boutique investment firm based in
Washington, D.C. Ms. Wachtel has been a director of several local
companies since joining her firm in 1984, and currently serves on
the Board of VSE Corporation, a provider of engineering services to
federal government clients, and ExOne Co., a global provider of 3D
printing machines, products, and services to industrial clients.
Industry experience includes ten years (2006-2016) on the Hearing
Panel for Nasdaq Listing Qualifications. Ms Wachtel holds B.A. and
M.B.A. degrees from the University of Chicago and a J.D. from the
University of Virginia. She is a Certified Financial
Analyst.





Ms.
Wachtel is a trusted resource with regard to business strategy,
public markets, merger and acquisition opportunities, corporate
governance, regulatory compliance, and risk management. Given her
background and occupation, she is qualified to be the audit
committee’s financial expert.





James D. Wester, 80, retired, was
president of Results, Inc., a computer services marketing
consulting firm, for more than 15 years. Mr. Wester holds a B.M.E.
degree from Auburn University and an M.B.A. from George Washington
University.





Mr.
Wester has a wealth of experience and knowledge as an entrepreneur
and as a successful businessman.





Executive Officers





The
following table sets forth the name, age (as of March 29, 2019) and
position of each of our executive officers.





Name of
executive officer

Age

Position with
the CompanySandor
Rosenberg

72

Chairman
of the Board, Chief Executive Officer and PresidentRichard
S. DeRose

80

Executive
Vice President and Chief Financial OfficerStanley
A. Reese

62

Chief
Operating Officer





Sandor Rosenberg, 72, is described with
our director above.





Richard S. DeRose, 80, has been
Executive Vice President since 1991. Prior to that, he served as
the President and CEO of DHD Services, Inc., a company he founded,
from 1979 until DHD’s acquisition by the Company in 1991.
Prior to DHD, Mr. DeRose held several management positions in the
information technology and telecommunications industries at RCA,
Burroughs, and MCI. Mr. DeRose holds a B.S. degree in Science from
the US Naval Academy and an M.S. degree in Computer Systems
Management from the US Naval Postgraduate School,
Monterey.





2





Stanley A. Reese, 62, joined the Company
in 1993. Mr. Reese has been Senior Vice President since 1997 and
Chief Operating Officer since March 1999. From 1992 to 1993, he
served as Vice President, Technical Services at Tomco Systems, Inc.
Prior to Tomco Systems, he served as Senior Program manager at ICF
Information Technology, Inc. Mr. Reese has over 35 years of
experience managing and marketing large scale mainframe and
PC-based applications. Mr. Reese holds a B.A. in History from
George Mason University.





Family Relationships





There
are no family relationships among any of our directors or executive
officers.





Section 16(a) Beneficial Ownership Reporting
Compliance





Section
16(a) of the Exchange Act requires the Company’s directors
and executive officers, and persons who own more than 10% of a
registered class of the Company’s equity securities, to file
with the SEC initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the
Company. Officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.





To the
Company’s knowledge, based solely on a review of the copies
of such reports furnished to the Company, there was one transaction
in the 2018 fiscal year by Stanley A. Reese subject to reporting
that missed the Form 4 filing deadline by two days.





Code of Business Conduct and Ethics





We have
adopted a code of ethics that applies to our Chief Executive Office
and all senior financial officers, including our Chief Financial
Officer and Controller. The code of ethics is available on our
website at www.infoa.com on
the Investors page under the Investor Relations heading. Any
amendments to the code, or any waivers of its requirements, will be
disclosed on our website.





Procedures for Stockholder Nominations to the Board of
Directors





There
were no material changes to the procedures for nominating directors
by our stockholders made in the year ended December 31,
2018.





Audit Committee





We have
a separately-designated standing audit committee. This committee
currently has two members, Bonnie K. Wachtel (Chairman) and Charles
A. May, Jr. Our Audit Committee has the authority to retain and
terminate the services of our independent registered public
accountants, reviews annual financial statements, considers matters
relating to accounting policy and internal controls, and reviews
the scope of annual audits. All members of the Audit Committee
satisfy the current independence standards promulgated by the SEC
and by the NASDAQ Stock Market; as such standards apply
specifically to members of audit committees. The Board has
determined that Ms. Wachtel is our “audit committee financial
expert,” as the SEC has defined that term in Item 407 of
Regulation S-K. The current audit committee charter is available
for viewing on our Web site at www.infoa.com on the Investors page
under the Investor Relations heading.





3





Item 11. Executive Compensation





The
Summary Compensation Table below sets forth individual compensation
information for the Chief Executive Officer and the other executive
officers serving as executive officers as of December 31, 2018
(collectively “Named Executive Officers”):





Summary
Compensation TableName and
principal position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Option
awards1
($)
(f)
All other
Compensation2
($)
(i)
Total
($)
(j)Sandor
Rosenberg
2018
142,000
--
--
31,802
173,802Chairman of the
Board and Chief Executive Officer
2017
142,000
--
--
16,721
158,721Richard S.
DeRose
2018
70,000
--
--
10,344
80,344Executive Vice
President and Chief Financial Officer
2017
70,000
--
4,300
9,565
83,865Stanley A.
Reese
2018
153,417
10,000
21,000
27,924
212,341Chief Operating
Officer
2017
140,000
--
10,000
22,529
172,529





1Assumptions used to
determine the fair value of option awards can be found in Note 10
to our financial statements filed with the SEC in our Original Form
10-K on April 1, 2019.


2References to All
Other Compensation include employer matching contributions to each
individual’s 401(k) defined contribution account under our
company-wide 401(k) Pension and Profit Sharing Plan, routine
payouts of excess vacation accruals, and employer payments for
long-term care insurance under an executive carve-out.





The
following table sets forth the outstanding equity awards for the
named executive officers of the Company as of December 31,
2018:





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
AWARDSName
(a)
Number of
securities underlying unexercised options (#)
exercisable
(b)
Number of
securities underlying unexercised options (#)
unexercisable
(c)
Option exercise
price
($)
(e)
Option
expiration date
(f)Richard S.
DeRose
20,000

0.17
01/28/2020Richard S.
DeRose
50,000

0.20
11/01/2020Richard S.
DeRose
50,000

0.35
07/17/2022Richard S.
DeRose
25,000

0.16
02/12/2023Richard S.
DeRose
50,000

0.145
10/07/2023Richard S.
DeRose
25,000

0.25
04/11/2026Richard S.
DeRose
90,000

0.30
04/11/2026Stanley A.
Reese
20,000

0.17
01/28/2020Stanley A.
Reese
50,000

0.15
03/20/2022Stanley A.
Reese
100,000

0.35
07/17/2022Stanley A.
Reese
100,000

0.16
02/12/2023Stanley A.
Reese
50,000

0.145
10/07/2023Stanley A.
Reese
25,000

0.25
04/11/2026Stanley A.
Reese

100,0001
0.47
02/22/2028


1The option award vested and became exercisable
on February 22, 2019.





4





Each
Named Executive Officer is a salaried employee, without any
guaranteed incentives. Bonuses and option awards are at the
discretion of the Compensation Committee of the Board of Directors.
Executive officers are eligible to participate in the Information
Analysis Incorporated 401(k) Pension and Profit Sharing Plan under
the same terms and matching percentages as other salaried
employees. Vacation accruals in excess of defined limits are
automatically paid out to all salaried employees annually, and may
be paid other times upon request. Executive officers receive a
perquisite benefit of no-cash-value long-term care insurance paid
by the Company.





During
the first quarter of 2018, the Compensation Committee recommended,
and the Board approved, a 10% salary increase, a $10,000 bonus, and
incentive stock options for 100,000 shares be granted to Mr. Reese
for his increasing role in Company administration, and for his
efforts in winning and administering a major contract that
contributed to our 2017 and future operating results. The options
were issued with an exercise price equal to the then-current market
price of $0.47 with a ten-year expiration and a vesting period of
one year.





The
Company has no outstanding stock awards to any executive
officer.





Employment Contracts, Termination of Employment and
Change-in-Control Arrangements





On June
18, 1997, the Company agreed in writing to provide to Richard S.
DeRose, Executive Vice President, Chief Financial Officer, and
Secretary, twelve months’ severance pay of his full-time base
salary, payable in normal payroll increments, in the event of the
termination of his employment other than for cause. In the event of
a change of control or the sale or transfer of substantially all of
the Company’s assets, the Company agreed that in the event of
Mr. DeRose’s termination, substantial reduction of duties, or
requirement to be based at a location outside of a 30-mile radius
of Fairfax, Virginia, he will receive a twelve month severance
payment of base salary, payable in lump sum or monthly, at the
Company’s discretion. Had the event of termination or
change-in-control occurred on December 31, 2018, Mr. DeRose’s
compensation under the agreement would have been
$130,000.





Retirement Plans





The
Company has a Cash or Deferred Arrangement Agreement (CODA), which
satisfies the requirements of section 401(k) of the Internal
Revenue Code. This defined contribution retirement plan covers
substantially all employees. Participants can elect to have up to
the maximum percentage allowable of their salaries reduced and
contributed to the plan. The Company may make matching
contributions equal to a discretionary percentage of the
participants’ elective deferrals. In 2018, the Company
matched 25% of the first 6% of the participants’ elective
deferrals. The Company may also make additional contributions to
all eligible employees at its discretion. The Company did not make
additional contributions during 2018.





Compensation of Directors





The
Company pays each non-employee director an annual fee of $2,000 to
serve on the Board, payable quarterly. Options to purchase shares
of common stock may be issued in addition to to the
director’s annual fee. Expenses incurred in attending Board
of Director meetings and committee meetings may be reimbursed. The
following Table describes all compensation for each director for
the year ended December 31, 2018.





5





Director
CompensationName
(a)
Fees earned or
paid in cash
($)
(b)
Stock Awards
($)
(c)
Option
Awards
($)
(d)
Non-equity
incentive plan compensation
($)
(e)
Nonqualified
deferred compensation
($)
(f)
All Other
Compensation ($)
(g)
Total
($)
(h)Mark T.
Krial1
2,000
-
-
-
-
-
2,000Charles A. May,
Jr.2
2,000
-
-
-
-
-
2,000William H.
Pickle3
2,000
-
-
-
-
-
2,000Bonnie K.
Wachtel2
2,000
-
-
-
-
-
2,000James D.
Wester2
2,000
-
-
-
-
-
2,000





1Has
option awards for an aggregate amount of 10,000 shares outstanding
at December 31, 2018.


2Has
option awards for an aggregate amount of 30,000 shares outstanding
at December 31, 2018.


3Has
option awards for an aggregate amount of 20,000 shares outstanding
at December 31, 2018.





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





Equity Compensation Plan Information





The
following table contains information regarding securities
authorized and available for issuance under our equity compensation
plans for certain employees, directors, and consultants, as of
April 26, 2019.





Plan
Category
Number of
securities to be issued upon exercise of outstanding options,
warrants, and rights
Weighted average
exercise price of outstanding options, warrants, and
rights
Number of
securities remaining available for future issuanceEquity compensation
plans approved by security holders1,2
1,359,500
$0.23
629,500Equity compensation
plans not approved by security holders
--
--
--Total
1,359,500
$0.23
629,500





1 The
Company has a stock incentive plan, which became effective June 1,
2016, and expires April 4, 2026 (the “2016 Plan”). The
2016 Plan provides for the granting of equity awards to employees
and directors. The maximum number of shares for which equity awards
may be granted under the 2016 Plan is 1,000,000. Options granted
under the 2016 Plan expire no later than ten years from the date of
grant or 90 days after employment ceases, whichever comes first,
and vest over periods determined by the Board of
Directors.





2 The
Company had a stock incentive plan, which became effective May 18,
2006, and expired April 12, 2016 (the “2006 Plan”). The
2006 Plan provided for the granting of equity awards to employees
and directors. Options granted under the 2006 Plan expire no later
than ten years from the date of grant or 90 days after employment
ceases, whichever comes first, and vest over periods determined by
the Board of Directors.





Security Ownership of Certain Beneficial Owners and
Management





The
following table sets forth the beneficial ownership of our common
stock held as of April 26, 2019 by each person who is known by us
based on Schedule 13G, Schedule 13D, and Section 16(a) filings to
beneficially own more than 5% of the outstanding shares of our
common stock, and as of April 29, 2019 by each current director
and; (2) each of the named executive officers listed in the Summary
Compensation Table included in Part III Item 10 above; and (3) by
all current directors and executive officers as a
group:





6





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERSTITLE OF CLASS:
INFORMATION ANALYSIS INCORPORATED COMMON STOCKName and Address
of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership (1)
Percent
Of
ClassJoseph P.
Daly
497 Circle
Freeway
Cincinnati, OH
45246
1,631,800
14.6Traditions
LP
924 Ridge
Drive
McLean, VA
22101
1,000,000
8.9Estate of Barry T.
Brooks(2)
3843 Jamestown
Road
Springfield, OH
45502
735,043
6.6





SECURITY
OWNERSHIP OF MANAGEMENTTITLE OF CLASS:
INFORMATION ANALYSIS INCORPORATED COMMON STOCKName of
Beneficial Owner (3)
Amount and
Nature of
Beneficial
Ownership
Percent
Of
ClassSandor Rosenberg,
Chairman, CEO, and Director
1,832,800
16.4Richard S. DeRose,
Executive Vice President
525,345(4)
4.6Stanley A. Reese,
Senior Vice President
342,000(5)
3.8Mark T. Krial,
Director
10,000(6)
*Charles A. May,
Jr., Director
70,000(7)
*William H. Pickle,
Director
20,000(8)
*Bonnie K. Wachtel,
Director
198,800(7)
2.2James D. Wester,
Director
174,947(7)
1.6All directors and
executive officers as a group
3,148,892(9)
27.6





(1)
 All shares
beneficially owned are held outright by the individuals listed,
except for 1,181,800 shares of common stock owned by EssigPR Inc.
that are reported under Joseph P. Daly.


(2)
 Current ownership
status of the shares of Barry T. Brooks is unknown following his
death in 2014. There has been no subsequent Schedule 13G or 13D
reporting.


(3)
 The address of all
beneficial holders who are directors or management is in care of
the Company.


(4)
 Includes 310,000
shares issuable upon the exercise of options to purchase common
stock.


(5)
 Includes 445,000
shares issuable upon the exercise of options to purchase common
stock.


(6)
 Includes 10,000
shares issuable upon the exercise of options to purchase common
stock.


(7)
 Includes 30,000
shares issuable upon the exercise of options to purchase common
stock.


(8)
 Includes 20,000
shares issuable upon the exercise of options to purchase common
stock.


(9)
 Includes 875,000
shares issuable upon the exercise of options to purchase common
stock.


*
 Less than 1%
ownership of class.





Item 13. Certain Relationships and Related Transactions, and
Director Independence





Transactions with Related Persons





A
"Related Party Transaction" is any transaction directly or
indirectly involving any related party that would need to be
disclosed under Item 404(a) of Regulation S-K. The Company has
determined as a policy that any Related Party Transaction requires
the approval by the Board of Directors.





For the
year ended December 31, 2018, the Company determined that it had
not engaged in related party transactions subject to reporting
herein.





7





Independence





Our
Board has determined that the following members of the Board
qualify as independent under the definition promulgated by the
NASDAQ Stock Market:





Mark T.
Krial


Charles
A. May, Jr.


William
H. Pickle


Bonnie
K. Wachtel


James
D. Wester





There
are no family relationships between any directors or executive
officers of the Company.





Item 14. Principal Accounting Fees and Services





The
following table presents fees for professional audit services
rendered by CohnReznick LLP for the audits of the Company's annual
financial statements for the years ended December 31, 2018 and
2017, respectively, and fees billed for other services rendered by
our principal accountants during those periods.





Fee
Category
2018
Fees
2017
FeesAudit
FeesCohnReznick
LLP
$92,250
$90,000Audit-Related
FeesDirect expenses
related to audit
348
288Tax
Fees
4,955
4,705All Other
Fees
--
--Total Fees and
Services
$97,553
$94,993





The
Audit Committee directly engages the Independent Registered Public
Accountants as it relates to the audit of the Company’s
fiscal year and the reviews of its fiscal quarters and the
associated fees. In accordance with its written charter, our Audit
Committee pre-approves all audit and permissible non-audit
services, including the scope of contemplated services and the
related fees, that are to be performed by CohnReznick LLP, our
independent registered public accounting firm, subject to the de
minimis exceptions described in Section 10A(i)(1)(B) of the
Exchange Act, which are approved by the Audit Committee prior to
the completion of the audit. The Audit Committee's pre-approval of
non-audit services involves consideration of the impact of
providing such services on CohnReznick LLP's independence. All 2018
and 2017 non-audit services were pre-approved by the Audit
Committee.





8





Signatures





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





INFORMATION
ANALYSIS INCORPORATED(Registrant)By:
/s/ Sandor
RosenbergSandor Rosenberg,
PresidentApril 30,
2019





POWER
OF ATTORNEY





KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sandor Rosenberg and Richard
S. DeRose, jointly and severally, his attorney-in-fact, each with
the full power of substitution, for such person, in any and all
capacities, to sign any and all amendments to this Amendment No. 1
to the Annual Report on Form 10-K/A, and to file the same, with all
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might do or could do in person hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or
his substitute, may do or cause to be done by virtue
hereof.





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





Signature

Title

Date/s/  Sandor
Rosenberg

Chairman of the
Board, Chief Executive Officer and President

April 30,
2019Sandor
Rosenberg/s/  Mark T.
Krial

Director

April 30,
2019Mark T.
Krial/s/  Charles
A. May

Director

April 30,
2019Charles A.
May/s/  William
Pickle

Director

April 30,
2019William
Pickle/s/  Bonnie K.
Wachtel

Director

April 30,
2019Bonnie K.
Wachtel/s/  James D.
Wester

Director

April 30,
2019James D.
Wester/s/  Richard
S. DeRose

Chief Financial
Officer, Secretary and Treasurer

April 30,
2019Richard S.
DeRose/s/  Matthew
T. Sands

Controller

April 30,
2019Matthew T.
Sands





9





Exhibit Index





Exhibit
No.

Description

Location3.1

Amended and
Restated Articles of Incorporation effective March 18,
1997

Incorporated by
reference from the Registrant’s Form 10-KSB/A for the fiscal
year ending December 31, 1996 and filed on July 3,
19973.2

Articles of
Amendment to the Articles of Incorporation

Incorporated by
reference from the Registrant’s Form 10-KSB/A for the fiscal
year ending December 31, 1997 and filed on March 30,
19983.3

Amended By-Laws of
the Company

Incorporated by
reference from the Registrant’s Form S-18 dated November 20,
1986 (Commission File No. 33-9390).4.1

Copy of Stock
Certificate

Incorporated by
reference from the Registrant’s Form 10-KSB/A for the fiscal
year ending December 31, 1997 and filed on March 30,
199810.1

Office Lease for
18,280 square feet at 11240 Waples Mill Road, Fairfax, Virginia
22030.

Incorporated by
reference from the Registrant’s Form 10-KSB/A for the fiscal
year ending December 31, 1996 and filed on July 3,
199710.2

Company’s
401(k) Profit Sharing Plan through Aetna Life Insurance and Annuity
Company (now ING).

Incorporated by
reference from the Registrant’s Form 10-KSB/A for the fiscal
year ending December 31, 1996 and filed on July 3,
199710.3

1996 Stock Option
Plan

Incorporated by
reference from the Registrant’s Form S-8 filed on June 25,
199610.4

Second Modification
of Lease, dated February 10, 2004, to 4,434 square feet at 11240
Waples Mill Road, Fairfax, Virginia 22030

Incorporated by
reference from the Registrant’s Form 10-KSB for the period
ended December 31, 2003, and filed on March 30, 200410.5

Termination and/or
change in control arrangement for Richard S. DeRose dated June 18,
1997

Incorporated by
reference from the Registrant’s Form 10-KSB for the year
ended December 31, 2004, and filed on March 30, 200510.6

Line of Credit
Agreement with TD Bank, N.A. (formerly Commerce Bank,
N.A.)

Incorporated by
reference from the Registrant’s Form 10-KSB for the year
ended December 31, 2005, and filed on March 31, 200610.7

Information
Analysis Incorporated 2006 Stock Incentive Plan

Incorporated by
reference from the Registrant’s definitive proxy statement on
Schedule 14A filed on April 19, 200610.8

Modification
Agreement regarding Line of Credit Agreement with TD Bank, N.A.,
successor to Commerce Bank, N.A., dated July 18, 2008.

Incorporated by
reference from the Registrant’s Form 10-K for the period
ended December 31, 2008, and filed on March 31, 200910.9

Modification
Agreement regarding Line of Credit Agreement with TD Bank, N.A.,
successor to Commerce Bank, N.A., dated December 29,
2009.

Incorporated by
reference from the Registrant’s Form 10-K for the period
ended December 31, 2009, and filed on March 31, 2010





10





Exhibit
No.

Description

Location10.10

Modification
Agreement regarding Line of Credit Agreement with TD Bank, N.A.,
successor to Commerce Bank, N.A., dated November 30,
2012.

Incorporated by
reference from the Registrant’s Form 10-K for the period
ended December 31, 2012, and filed on March 29, 201310.11

Fifth Modification
of Lease, dated February 6, 2013, to extend term of lease four
years.

Incorporated by
reference from the Registrant’s Form 10-K for the period
ended December 31, 2012, and filed on March 29, 201310.12

Modification
Agreement regarding Line of Credit Agreement with TD Bank, N.A.,
successor to Commerce Bank, N.A., dated November 26,
2013.

Incorporated by
reference from the Registrant’s Form 10-K for the period
ended December 31, 2013, and filed on March 31, 201410.13

Eighth Amendment to
Loan Agreement regarding Line of Credit Agreement with TD Bank,
N.A., successor to Commerce Bank, N.A., dated April 21,
2015.

Incorporated by
reference from the Registrant’s Form 10-Q for the period
ended March 31, 2015, and filed on May 15, 201510.14

Modification
Agreement regarding Line of Credit Agreement with TD Bank, N.A.,
successor to Commerce Bank, N.A., dated May 26, 2016.

Incorporated by
reference from the Registrant’s Form 10-Q for the period
ended June 30, 2016, and filed on August 11, 201610.15

Sixth Modification
of Lease, dated December 9, 2016, to extend term of lease four
years.

Incorporated by
reference from the Registrant’s Form 10-K for the year ended
December 31, 2016, and filed on March 31, 201710.16

Modification
Agreement regarding Line of Credit Agreement with TD Bank, N.A.,
successor to Commerce Bank, N.A., dated May 28, 2017.

Incorporated by
reference from the Registrant’s Form 10-Q for the period
ended June 30, 2017, and filed on August 14, 201723.1

Consent of
Independent Registered Public Accounting Firm, CohnReznick
LLP

Incorporated by
reference from the Registrant’s Form 10-K for the year ended
December 31, 2018, and filed on April 1, 201931.1

Rule 13a-14(a) /
15a-14(a) Certification by Chief Executive Officer

Incorporated by
reference from the Registrant’s Form 10-K for the year ended
December 31, 2018, and filed on April 1,
201931.2

Rule 13a-14(a) /
15a-14(a) Certification by Chief Financial Officer

Incorporated by
reference from the Registrant’s Form 10-K for the year ended
December 31, 2018, and filed on April 1,
201931.3

Rule 13a-14(a) /
15a-14(a) Certification by Chief Executive
Officer

Filed with this
Form 10-K/A31.4

Rule 13a-14(a) /
15a-14(a) Certification by Chief Financial
Officer

Filed with this
Form 10-K/A32.1

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

Incorporated by
reference from the Registrant’s Form 10-K for the year ended
December 31, 2018, and filed on April 1,
201932.2

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

Incorporated by
reference from the Registrant’s Form 10-K for the year ended
December 31, 2018, and filed on April 1,
2019








11