UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-K


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

EXCHANGE ACT OF 1934


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010


COMMISSION FILE NUMBER 0-22325


INFORMATION ARCHITECTS CORPORATION

(Exact name of registrant as specified in its charter)


      

NORTH CAROLINA

State or other jurisdiction of incorporation


 87-0399301

IRS Employer Identification No.


7625 Chapelhill Drive

Orlando, FLA 32819

(Address of principal executive offices) (Zip Code)


(954) 358-7099

(Registrants telephone number, including area code)


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

None


 Name of each exchange on which registered

N/A

 

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


COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of class)


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


Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of our knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]


The registrant's revenues for the year ended December 31, 2010 was $0.


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


The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of March 25, 2011 was $548,936.


The number of shares of common equity outstanding as at December 31, 2010 was 548,936,137.


1


DOCUMENTS INCORPORATED BY REFERENCE

N/A



Transitional Small Business Disclosure Format Yes [] No [X]

  

FORWARD-LOOKING STATEMENTS

The matters discussed in this Annual Report on Form 10-K should be read in conjunction with the  financial statements provided under Part II, Item 8 of this Annual Report on Form 10-K. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein. We undertake no duty to update this information after the date of this document.

 

PART I

 

Item 1. DESCRIPTION OF BUSINESS


GENERAL


Information Architects Corporation (the “Company”) was a developer of dynamic content dynamic delivery content and delivery interchange and infrastructure interchange infrastructure software solutions for corporations and individuals as well as identity checking software. The Company suspended all operations in 2006.

At the present time the Company is in the process of investigating acquisition partners and targets. Through December 31, 2010 (and subsequently through March 25, 2011) no acquisitions have taken place and the accompanying financial statements only reflect the accounts of the Company.


OUR HISTORY

We were founded in 1982 as a Utah corporation under the name of Enertronix Corporation. In 1992 we changed our name to Alydaar Software Corporation ("Alydaar"). Alydaar later changed its corporate domicile to North Carolina through a merger with and into Daar Corporation, a North Carolina corporation established by Alydaar. Alydaar was the surviving corporation. On June 28, 1999 we changed our name to Information Architects Corporation. Information Architects Corporation is referred to herein as the "Company" or "IA."

All operations were suspended in 2006.


EMPLOYEES

None

2


Item 1A. RISK FACTORS.

 

An investment in our common stock involves a high degree of risk. Prospective investors should consider carefully the following factors and other information in this report before deciding to invest in shares of our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, the trading price of our common stock could decline and you could lose all or part of your investment.


Wee have no assurance of potential future success.


We have limited operations and may require additional capital in the future, and we cannot assure you that capital will be available on reasonable terms, if at all, or on terms that would not cause substantial dilution to your stock holdings.


We depend upon the services of our key executives.


Our Independent Registered Public Accounting Firm added an emphasis paragraph to their audit report describing an uncertainty related to our ability to continue as a going concern.


We may require additional capital in the future and we cannot assure you that capital will be available on reasonable terms, if at all, or on terms that would not cause substantial dilution to your stock holdings.


Our stock price, like that of many micro-cap companies, is volatile.


There is not an active market for the Company's common stock.


Item 1B.  UNRESOLVED STAFF COMMENTS.

 

None.


Item 2. DESCRIPTION OF PROPERTY


Presently, the Company’s corporate office is located at 7625 Chapelhill Drive, Orlando, FL 32819.

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


Item 3. LEGAL PROCEEDINGS


The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In 2005, the SEC ordered that trading of the Company's securities be suspended in connection with an Order Instituting Administrative Proceedings that further requested that the registration of the securities of IA be revoked permanently. These matters were settled with the SEC in 2005 and did not have a material adverse impact on the Company's financial position or its results of operations.


There are no other legal matters known to management at this time which are believed to have a possible material adverse impact on the Company's financial position or its results of operations.


3


Item 4.  (REMOVED AND RESERVED).


PART II


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

Our common stock currently trades on the Pink Sheets under the symbol "IACH".


Quarterly stock prices are as follows:


INFORMATION ARCHITECTS CORPORATION

STOCK PRICE

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

  

HIGH

 

LOW

2010

    

1ST QUARTER ENDED MARCH 31

 

 $          0.0100

 

 $          0.0020

2ND QUARTER ENDED JUNE 30

 

 $          0.0145

 

 $          0.0020

3RD QUARTER ENDED SEPTEMBER 30

 

 $          0.0280

 

 $          0.0010

4TH QUARTER ENDED DECEMBER 31

 

 $          0.0220

 

 $          0.0002

     

2009

    

1ST QUARTER ENDED MARCH 31

 

 $          0.0002

 

 $          0.0001

2ND QUARTER ENDED JUNE 30

 

 $          0.0021

 

 $          0.0005

3RD QUARTER ENDED SEPTEMBER 30

 

 $          0.0065

 

 $          0.0031

4TH QUARTER ENDED DECEMBER 31

 

 $          0.0040

 

 $          0.0022


BENEFICIAL HOLDERS

As of March 25, 2011, the number of beneficial holders of our common stock was approximately 12,000, based on information received from our transfer agent and those brokerage firms who hold securities for customers in "street name."


DIVIDENDS

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


RECENT ISSUANCES OF UNREGISTERED SECURITIES


None


Item 6.   SELECTED FINANCIAL DATA.


Not applicable to smaller reporting companies.


Item 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Information Architects Corporation (the “Company”) was a developer of dynamic content dynamic delivery content and delivery interchange and infrastructure interchange infrastructure software solutions for both corporations and individuals as well as identity checking software. The Company suspended all operations in 2006.

At the present time the Company is in the process of investigating acquisition partners and targets. Through December 31, 2010 (and subsequently through March 25, 2011) no acquisitions have taken place and the accompanying financial statements only reflect the accounts of the Company.


The 2010 and 2009 financial statements reflect the accounts of the Company and only show few stock based compensation transactions. All relationships with any former subsidiaries have been terminated and the financial statements reflect only the accounts of the Company.


The following discussion should be read in conjunction with the  financial statements provided under Part II, Item 8 of this Annual Report on Form 10-K. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.


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


4


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

IA's discussion and analysis of its financial condition and results of operations are based upon IA's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires IA to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures of contingent assets and liabilities. IA evaluates its estimates on an on-going basis. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. IA believes that the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its financial statements: valuation of equity securities issued for services or settlements. It is likely that as our business evolves, our critical accounting policies will change.


RESULTS OF OPERATIONS


For the fiscal years ended December 31, 2010 and 2009 the Company incurred a loss of $444,801 and $278,000, respectively, comprised entirely of stock issued for services.


The following financial discussion related to our operations.


Revenue

IA had no revenues in 2010 and 2009


Cost of Revenues and Gross Margin

IA had no costs of sales for 2010 and 2009.


Sales and Marketing

Sales and marketing expenses were $0 in 2010 and 2009.


Research and Development

There was $0 in research and development expenses in 2010 and 2009.


General and Administrative

For the fiscal years ended December 31, 2010 and 2009 general and administrative expenses were $444,801 and $278,000, respectively, comprised entirely of stock compensation to consultants.


Depreciation and Amortization

There were no depreciation and amortization expenses for 2010 and 2009.


Advertising expenses

There were no advertising expenses for 2010 and 2009.


Other Items

We had no interest income or expense in 2010 and 2009.


Provision for Income Taxes

No provision for or benefit from income taxes was recorded for 2010 and 2009.


Other

During 2010 and 2009, we issued stock to pay for services. We anticipate the continuation of this practice in the future.


LIQUIDITY AND CAPITAL RESOURCES

Since inception, we had an aggregate net loss of $76.7 million. In order to re-commence and continue operations, we will once again seek additional funding from outside sources. Among the options that are currently being explored to raise capital is the issuance of stock and/or debt financing. Without additional funding, IA will not be able to re-commence and continue operations.

 

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable to smaller reporting companies.


5


Item 8.  FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders

Information Architects Corporation:



We have audited the accompanying balance sheet of Information Architects Corporation as of December 31, 2010 and 2009, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended December 31, 2010 and 2009.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Information Architects Corporation as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has incurred operating losses since inception and has a net capital deficit at December 31, 2010, which raises substantial doubt about its ability to continue as a going concern.  Management’s plan in regard to these matters is also discussed in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Cordovano and Honeck LLP

Englewood, Colorado

March 28, 2011



 

INFORMATION ARCHITECTS CORPORATION

BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND 2009

 

2010

2009

   

Total assets

 $                 -

 $                 -

   

Liabilities and shareholders' deficit

  

Current liabilities

  

Accounts payable - trade

 $         8,225

 $         7,639

Other - Payroll taxes

          75,128

          75,128

Total current liabilities

          83,353

          82,767

   

Shareholders' deficit

  

Preferred stock issuable (Authorized 500,000,000 shares, par value $.001)

 

Preferred B – To be issued 2010 – 10,167,291; 2009 – 7,705,000

          10,168

            7,705

Common stock (Authorized 2,000,000,000 shares, par value $.001)

  

(Issued 2010 - 548,936,137 and 2009 - 360,950,235 shares)

        548,936

        360,950

Paid in capital

   76,061,687

   75,807,921

Accumulated deficit

  (76,704,144)

  (76,259,343)

Total equity

         (83,353)

         (82,767)

   

Total liabilities and shareholders' deficit

 $                 -

 $                 -

   

The accompanying notes are an integral part of these financial statements


6


INFORMATION ARCHITECTS CORPORATION

STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

 

2010

2009

   

Sales

 $                    -

 $                    -

Less cost of goods sold

                       -

                       -

Gross profit

                       -

                       -

   

General and Administrative Expenses

           444,801

           278,000

   

Income from operations

          (444,801)

          (278,000)

   

Other income (expense)

                       -

                       -

   

Net income

 $       (444,801)

 $       (278,000)

   

Weighted average common shares outstanding

    501,939,662

    360,950,235

   

Basic and diluted loss per share

 $             (0.00)

 $             (0.00)

   
   
   
   

The accompanying notes are an integral part of these financial statements


7


INFORMATION ARCHITECTS CORPORATION

STATEMENT OF SHAREHOLDERS' ACCUMULATED DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

 
        
 

Preferred Stock

COMMON STOCKS

Additional

 

Total

 

Series B

  

Paid-In

Accumulated

Stockholders'

 

# of Shares

Amount

# of Shares

Amount

Capital

Deficit

Equity

        

Balance - December 31, 2008

  4,925,000

 $   4,925

360,950,235

$360,950

 $75,532,701

$(75,981,343)

 $     (82,767)

        

Issuance of stock for compensation

  2,780,000

      2,780

                     -

                -

         275,220

 

        278,000

Net loss for 2009

 

 

 

 

 

        (278,000)

      (278,000)

        

Balance - December 31, 2009

  7,705,000

 $   7,705

360,950,235

$360,950

 $75,807,921

$(76,259,343)

 $     (82,767)

        

Issuance of stock for compensation

     3,019,650

      3,020

   132,250,002

     132,250

          298,945

 

        434,215

Conversions

      (557,359)

       (557)

     55,735,900

       55,736

          (55,179)

 

                   -

Capital Contributions

    

           10,000

 

          10,000

Net loss for 2010

 

 

 

 

 

        (444,801)

      (444,801)

        

Balance - December 31, 2010

10,167,291

 $ 10,168

548,936,137

$548,936

 $76,061,687

$(76,704,144)

 $     (83,353)

        
    

The accompanying notes are an integral part of these financial statements



8


INFORMATION ARCHITECTS CORPORATION

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

 

2010

2009

   

Net loss

 $    (444,801)

 $    (278,000)

Add back issuance of stock for services

        434,215

        278,000

Increase in Accounts payable

               586

                    -

   

Net cash used in operations

         (10,000)

                    -

   

Cash Flow from Financing Activities

  

Capital Contribution

          10,000

                    -

Net cash provided by financing activities

          10,000

 

   

Net change in cash

                    -

                    -

   

Beginning cash

                    -

                    -

   

Ending cash

 $                 -

 $                 -

   

Supplemental Cash Flow Information

  

Cash paid for taxes

 $                 -

 $                 -

Cash paid for interest

 $                 -

 $                 -

   

The accompanying notes are an integral part of these financial statements



9


INFORMATION ARCHITECTS CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 and 2009


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


GENERAL


Information Architects Corporation (the “Company”) was a developer of dynamic content dynamic delivery content and delivery interchange and infrastructure interchange infrastructure software solutions for corporations and individuals as well as identity checking software. The Company suspended all operations in 2006.

At the present time the Company is in the process of investigating acquisition partners and targets. Through December 31, 2010 (and subsequently through March 15, 2011) no acquisitions have taken place and the accompanying financial statements only reflect the accounts of the Company.


OUR HISTORY

We were founded in 1982 as a Utah corporation under the name of Enertronix Corporation. In 1992 we changed our name to Alydaar Software Corporation ("Alydaar"). Alydaar later changed its corporate domicile to North Carolina through a merger with and into Daar Corporation, a North Carolina corporation established by Alydaar. Alydaar was the surviving corporation. On June 28, 1999 we changed our name to Information Architects Corporation. Information Architects Corporation is referred to herein as the "Company" or "IA."

All operations were suspended in 2006.


Segment Information

The Company is currently not operating and therefore only one segment is relevant.


Going Concern

The Company's financial statements for the years ended December 31, 2010 and 2009 have been prepared on a going concern basis which contemplated the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred accumulated losses of $76,704,144 through December 31, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to generate sufficient future revenue and acquire other existing businesses that are able to generate profits. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Basis of Presentation and Consolidation

The Company's financial statements include only the accounts of Information Architects Corporation. In 2010, the Company formed a Florida Corporation, IA Green Corp, however that entity has had no transactions.


Use of Estimates

The financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. This preparation requires management to include amounts based on management's prudent judgments and estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates made include the valuation of stock based grants to employees and third parties and valuation of the deferred tax assets.


Cash and Cash Equivalents

Cash and equivalents include cash on hand or bank overdrafts and highly liquid debt instruments purchased with a maturity of three months or less. There are no cash balances at December 31, 2010 and 2009.


Revenue Recognition

There was no revenue recognized in 2010 and 2009.


10


Stock-Based Compensation

Statement of Financial Accounting Standards ASC 718 (formerly - SFAS No. 123 (revised 2004)), "Share-Based Payment", defines the fair-value-based method of accounting for stock-based employee compensation plans and transactions used by the Company to account for its issuances of equity instruments to record compensation cost for stock-based employee compensation plans at fair value as well as to acquire goods or services from non-employees. Transactions in which the Company issues stock-based compensation to employees, directors and advisors and for goods or services received from non-employees are accounted for based on the fair value of the equity instruments issued. The Company utilizes The Black-Scholes Model in determining the fair values of options and warrants issued as stock-based compensation. The Black-Scholes Model utilizes the market price of the Company’s common stock as well as time value and volatility factors underlying the positions.


Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under accounting principles generally accepted in the United States are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders' equity, net of tax. The Company's other comprehensive income (loss) was equal to its net loss for 2010 and 2009.


Income Taxes

Income taxes are accounted for under the asset and liability method of Financial Accounting Standards ASC 740 (ASC 740) (formerly Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109")). Under ASC 740 deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in North Carolina as “major” tax jurisdictions, as defined.  We are not currently under examination by the Internal Revenue Service or any other jurisdiction.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded. 


At December 31, 2009 and 2010, the Company has a liability for unpaid payroll taxes of $75,128. In 2010, the Company requested an abatement of these taxes however a ruling has not been issued as of March 28, 2011. No amounts have been recorded for potential contingencies and/or penalties.


Net Loss per Common Share

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding. Diluted loss per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of outstanding preferred shares using the "if-converted" method and outstanding stock options and warrants using the "treasury stock" method. For the period ended December 31, 2010 and 2009, all of the Company's common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company's net losses in those years. At December 31, 2010, there were preferred shares which if converted would convert to 1,016,729,100 shares of common stock (770,500,000 at December 31, 2009).


Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be based on assumptions that market participants would use, including a consideration of non-performance risk. Unless otherwise specified, the Company believes the carrying value of financial instruments approximates their fair value.

 

In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. The availability of observable inputs varies by instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.


The Company partially accounts for investment securities under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 820 (formerly – Statement of Financial Accounting Standard ("SFAS") No. 157), “Fair Value Measurements” ("ASC 820").  ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Under accounting principles generally accepted in the United States of America, fair value of such securities is determined based upon a hierarchy that prioritizes the inputs to valuation techniques used to measure fair values into three broad levels. Inputs generally are summarized as: (i) Level I are available quoted prices in active markets, (ii) Level II are other than available quoted market prices that are observable for the investment and (iii) Level III are unobservable inputs for the investment. As permitted by ASC 820, the Company elected to defer the adoption of the nonrecurring fair value measurement disclosure of nonfinancial assets and liabilities.  The partial adoption of ASC 820 did not have a material impact on the Company’s results of operations, cash flows or financial position.


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


11


Recently Issued Accounting Pronouncements

In August 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-22 (ASU 2010-22), Accounting for Various Topics -- Technical Corrections to SEC Paragraphs - An announcement made by the staff of the U.S. Securities and Exchange Commission. This Accounting Standards Update amends various SEC paragraphs based on external comments received and the issuance of SAB 112, which amends or rescinds portions of certain SAB topics.  The Company does not expect the provisions of ASU 2010-22 to have a material effect on the financial position, results of operations or cash flows of the Company.

In August 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-21 (ASU 2010-21), Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies. The Company does not expect the provisions of ASU 2010-21 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-20 (ASU 2010-20), Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The amendments in this Update are to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. The disclosures about activity that occurs during the reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The Company does not expect the provisions of ASU 2010-20 to have a material effect on the financial position, results of operations or cash flows of the Company.

In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective for reported balances in an entity’s financial statements that differ from their underlying U.S. dollar denominated values under Subtopic 830-30-S99-1 occurring in the first interim or annual period ending on or after March 15, 2010. The amendments are to be applied retrospectively. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-18 (ASU 2010-18), Receivables (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool That Is Accounted for as a Single Asset-a consensus of the FASB Emerging Task Force. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-16 (ASU 2010-16), Entertainment-Casinos (Topic 924): Accruals for Casino Jackpot Liabilities-a consensus of the FASB Emerging Issues Task. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. The amendments should be applied by recording a cumulative-effect adjustment to opening retained earnings in the period of adoption. The Company does not expect the provisions of ASU 2010-16 to have a material effect on the financial position, results of operations or cash flows of the Company.


12


In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-15 (ASU 2010-15), Financial Services-Insurance (Topic 944): How Investments held through Separate Accounts Affect an Insurer’s Consolidation Analysis of Those Investments-a consensus of the FASB Emerging Issues Task Force.  The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments in this Update should be applied retrospectively to all prior periods upon the date of adoption. The Company does not expect the provisions of ASU 2010-15 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-14 (ASU 2010-14), Accounting for Extractive Activities – Oil & Gas - Amendments to Paragraph 932-10-S99-1 (SEC Update). The Amendments are designed to modernize and update the oil and gas disclosure requirements to align them with current practices and changes in technology. The Company does not expect the provisions of ASU 2010-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-12 (ASU 2010-12), Income Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts. After consultation with the FASB, the SEC stated that it “would not object to a registrant incorporating the effects of the Health Care and Education Reconciliation Act of 2010 when accounting for the Patient Protection and Affordable Care Act”. The Company does not expect the provisions of ASU 2010-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives. The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its financial position, results of operations or cash flows.

 

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

 

 In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s condensed financial statements.


13


NOTE 2 - COMMITMENTS AND CONTINGENCIES:

There are no legal matters known to management at this time which are believed to have a possible material adverse impact on the Company's financial position or its results of operations.


NOTE 3 - SHAREHOLDERS' EQUITY (DEFICIT)


Convertible Preferred Stock

As of December 31, 2010 and 2009, the Company has authorized 500,000,000 preferred shares with a par value of $.001 per share but has not assigned these shares to individual classes. There are no liquidation preferences or dividend rights.


There are 10,167,291 – 2010 and 7,705,000 – 2009 Series B shares to be issued as shown on the accompanying financial statements. At December 31, 2010 729,000 shares are due the company’s Acting CEO.


Issuable Series B Preferred Stock

Series B preferred shares are convertible into 100 shares of common stock without any further action by the holders of such shares, and have the right to vote based on 200 votes for each share of Series B preferred stock.


In 2006, 4,925,000 shares were designated for issuance for compensation. An additional 2,780,000 shares were designated for issuance in 2009 for compensation.  All Series B shares are listed as Issuable in the accompanying financial statements until such time as a transfer agent is selected. All shares were valued at fair value at the time they were designation for issuance. The Company’s Acting CEO will receive 2,500,000 shares and other consultants will receive 280,000 shares. The total shares were designated for issuance in 2009 were valued at $278,000. In 2010, 3,019,650 shares were designated as issuable for compensation at fair value (valued at $301,965).


Also, the Company issued 55,735,900 common shares upon conversion of 557,359 Series B preferred shares issuable in 2010.


These shares would convert to 1,016,729,100 common shares.


14


Common Stock

As of December 31, 2010 and 2009, 2,000,000,000 common shares were authorized.


In 2010, the Company issued 132,250,002 (valued at fair value of $132,250) common shares for a variety of services to unrelated parties and there were no common shares issued in and 2009. Also, the Company issued 55,735,900 common shares upon conversion of 557,359 Series B preferred shares in 2010.


Stock Option Plan

There are no outstanding stock options as of December 31, 2010 and 2009. The Company does not have a stock option plan to benefit salaried employees.


Common Stock Warrants

There are no outstanding stock warrants as of December 31, 2010 and 2009.

 

Employee Stock Purchase Plan

The Company does not have an employee stock purchase plan.


CAPITAL CONTRIBUTION

In 2010, the Company’s Acting CEO directly paid the invoice for audit services for $10,000. This transaction has been recorded as a Capital Contribution to Additional Paid in Capital in the accompanying financial statements.


NOTE 4 - INCOME TAXES

There was no income tax expense for the years ended December 31, 2010 and 2009 due to the Company's net losses.


The effects of temporary differences that gave rise to significant portions of deferred tax assets at December 31, 2010 and 2009 are as follows:

  

INFORMATION ARCHITECTS CORPORATION

DEFERRED TAX ASSET

AS OF DECEMBER 31, 2010 AND 2009

  

2010

 

2009

Deferred tax asset

    

Accumulated deficit

 

 $ 76,704,144

 

 $ (76,259,343)

Estimated tax rate

 

                 0.38

 

                 0.38

Estimated tax benefit

 

    (29,147,575)

 

    (28,978,550)

     

Valuation adjustment

 

      29,147,575

 

      28,978,550

     

Total

 

 $                   -

 

 $                   -

                                         

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NOTE 5 – SUBSEQUENT EVENTS


The Company has evaluated events and transactions occurring subsequent to December 31, 2010 through March 15, 2011, the date the financial statements were available to be issued.  During this period, there were no subsequent events other than those described below requiring recognition or disclosure in the financial statements.


In May 2010, the Company, through its subsidiary, IA Green Corp. (a Florida corporation formed in 2010) signed an agreement to acquire certain assets. The principal asset acquired was TimerKing, a proprietary device which works on commercial pizza ovens to significantly reduce gas consumption. As consideration for the asset purchase, the Company was to issue 100,000 Series G preferred shares (Series G preferred shares will convert on a 100 to 1 basis into common shares) to the seller and was also to issue 15,000 Series G preferred shares to consultants in the acquisition. The transaction was cancelled in February 2011 and no shares will be issued.


In May 2010, the Company signed an Independent Distributor Agreement to distribute drug prescription cards. To date no transactions have occurred related to this agreement.


Starting in 2007 when the Company became dormant, the Company did not file the annual reports required by the State of North Carolina. In February 2011, all delinquent reports were filed and the $25 filing fees per year were paid. The Company anticipates that it will be re-instated within 60 days.


In March 2010, the Company began investigating two business opportunities. As of March 24, 2011, no transactions have occurred which would require adjustments to the accompanying financial statements.


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


Our auditors are Cordovano and Honeck LLP. Their report on our financial statements for the years ended December 31, 2010 and 2009 did not contain any qualifications or adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles other than the uncertainty related to our ability to continue as a going concern.


Item 9A. CONTROLS AND PROCEDURES

As of December 31, 2010, the Company is re-forming in anticipation of becoming an operating entity in 2011


Management’s Annual Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Internal control over financial reporting is the process designed by, or under the supervision of, our chief executive officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of the circumvention or overriding of controls. Therefore, even a system determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, internal control effectiveness may vary over time.

 

Management conducted an assessment of the effectiveness of the Company’s internal control system as of December 31, 2009. In making this assessment, management used the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2010.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting as of December 31, 2010 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

  

There have been no significant changes made in our internal controls or in other factors that have significantly affected internal controls subsequent to the evaluation date.

 

Item 9B. OTHER INFORMATION


None


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PART III

Item 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.


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

---------------------------------------------------------------------

William Craig          64         Director ACEO          April 2009

---------------------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the period from January 1, 2008 through December 31, 2010, the registrant has been unable to determine if the prior directors, executive officers and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them.


William Craig Director attended the University of Minnesota from 1964 to 1969. Worked in management and corporate trouble shooting for various companies including but not limited to Control Data, Eaton Town, Yale, and Fingerhut. For the last 25 years Mr. Craig has been consulting to the Board of directors for various public companies specializing in reorganizations, mergers and acquisitions. Mr. Craig is presently the acting CEO and director of Information Architects Corp. a publicly traded corporation.


There are no employment agreements in place with the Company with respect to any of the officers or directors.


Item 11. EXECUTIVE COMPENSATION

The following sets forth information with respect to compensation paid by the Company for the services of the Company's Acting Chief Executive Officer for the years ended December 31, 2010 and 2009.


Stock based compensation valued at – None for 2010; $250,000, 2009.

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

PRINCIPAL SHAREHOLDERS

 

The following table sets forth as of March 25, 2011 the beneficial ownership of our common stock, by (i) each person or group of persons known to us to beneficially own more than 5% of the outstanding shares of our voting stock, (ii) each of our director and executive officers, and (iii) all of our executive officers and directors as a group.

None

      

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.


The Company currently has only one director, its Acting CEO, William Craig.


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2010, 2009 and 2008 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.


INFORMATION ARCHITECTS CORPORATION

Audit fees to Cordovano and Honeck LLC

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

     

Total

    

Audit fees - 2010

   

 $          2,000

Audit fees - 2009

   

$          7,500

Other audit fees

   

                      -

Tax compliance fees

   

                      -

Other fees

   

                      -

     

Total

   

 $          9,500


17


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


AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2010 or 2009.


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


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


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


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


ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)

List of Exhibits:


      Exhibit Document Location

      31.1Rule 13a-14(a)/15d-14(a) CertificationsIncluded


Item 16. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of  the Company's Common Stock as of March 25, 2011 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Common Stock; (ii) each of the Company's officers and directors and (iii) all of the aforementioned as a group:


None

 

SIGNATURES

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


INFORMATION ARCHITECTS CORPORATION

DATED:

March 28, 2011,

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

 


      BY: /S/ William Craig

      ——————————————

      William Craig

      Director and acting CEO


18