Item 1. DESCRIPTION OF BUSINESS
GENERAL
Information Architects Corporation (the “Company”) has developed software solutions for corporations and individuals as well as identity checking software. At the present time the Company is in the process of investigating acquisition partners and targets as well as investigating new business lines and services to add to existing software resources and enhance its ability to market its perceptre software asset. Through December 31, 2011 (and subsequently through April 16, 2012) no acquisitions have taken place and the accompanying financial statements only reflect the accounts of the Company.
OUR HISTORY
The Company was founded in 1982 as a Utah corporation under the name of Enertronix Corporation. In 1992 the Company changed its 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 the Company changed its name to Information Architects Corporation. Information Architects Corporation is referred to herein as the "Company" or "IA."
At the present time the Company is in the process of investigating acquisition partners and targets as well as investigating new business lines and services to add to existing software resources and enhance its ability to market it perceptre software asset.
Purchase of perceptre Software
On June 16, 2003, the Company closed an Asset Purchase Agreement whereby IA acquired that certain computer software program and database commonly referred to as "perceptre" from Perceptre LLC, a New Mexico limited liability company for 215,350 shares of IA Series B preferred stock )valued at $215,350). The perceptre software is generally licensed to governmental and commercial sector customers for use in on-line pre-employment screening and background investigation. The perceptre software ordering system consists of a user interface designed for ease of use, breadth of information availability as well as speed and flexibility. The perceptre software provides a fast and affordable on-line ordering system for use by employers, or any other inquiring entities, in their quests to review the records of anyone of interest in many personnel arenas such as criminal records, civil court records, motor vehicle records, and, of course, credit bureau records. The Company's also had developed enhancements to perceptre its product.
The Company determined to impair the value of its perceptre software asset for financial statement purposes and all assets were written down to zero. Even though the Company has fully impaired the value of its perceptre software asset, the Company still owns the software and fully plans on developing it further in the future. We believe that several of our former employees are currently using our software on websites and we intend to enforce our rights to collect any revenue earned by them while using out software.
EMPLOYEES
None other than officers.
Item 1A.
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.
We 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.
Item 1B. UNRESOLVED STAFF COMMENTS.
None.
Item 2.
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.
Item 3. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims that arise in the ordinary course of business. 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.
Item 4.
Item 4. (REMOVED AND RESERVED).
PART II
Item 5.
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:
BENEFICIAL HOLDERS
As of April 16, 2012, 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.
Item 6. SELECTED FINANCIAL DATA.
Not applicable to smaller reporting companies.
Item 7.
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 as well as identity checking software for corporations and individuals. The Company is in the process of investigating acquisition partners and targets as well as investigating new business lines and services to add to existing software resources and enhance its ability to market its perceptre software asset. Through December 31, 2011 (and subsequently through April 16, 2012) no acquisitions have taken place and the accompanying financial statements only reflect the accounts of the Company.
The 2011 and 2010 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 and IAGreen Corp. (wholly owned subsidiary).
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.
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, 2011 and 2010 the Company incurred a loss of $874,060 and $$444,801, respectively, comprised mostly of stock issued for services.
.
The following financial discussion related to our operations.
Revenue
IA had no revenues in 2011 and 2010
Cost of Revenues and Gross Margin
IA had no costs of sales for 2011 and 2010.
Sales and Marketing
Sales and marketing expenses were $0 in 2011 and 2010.
Research and Development
There was $0 in research and development expenses in 2011 and 2010.
General and Administrative
For the fiscal years ended December 31, 2011 and 2010 general and administrative expenses were $874,060 and $444,801, respectively, comprised entirely of stock compensation to consultants in our efforts to investigate new business lines and services to add to existing software resources and enhance our ability to market our perceptre software asset.
Depreciation and Amortization
There were no depreciation and amortization expenses for 2011 and 2010.
Advertising expenses
There were no advertising expenses for 2011 and 2010.
Other Items
We had no interest income or expense in 2011 and 2010.
Provision for Income Taxes
No provision for or benefit from income taxes was recorded for 2011 and 2010.
Reverse Stock Split
During the quarter ended June 30, 2011, the Company effected a 100-to-1 reverse split of its common shares and a 2-to-1 reverse split of its preferred B shares. All per share amounts and share counts have been retroactively adjusted in the accompanying financial statements.
Other
During 2011 and 2010, 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 $77.6 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.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
Item 8.
Item 8. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Information Architects Corporation:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Information Architects Corporation:
We have audited the accompanying balance sheets of Information Architects Corporation (“the Company”) as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Information Architects Corporation, as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.
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 Company's internal control over financial reporting. Accordingly, we express no such opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Borgers & Cutler CPA’s PLLC
Borgers & Cutler CPA’s PLLC
Denver, CO
April 16, 2012
INFORMATION ARCHITECTS CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' ACCUMULATED DEFICIT
INFORMATION ARCHITECTS CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' ACCUMULATED DEFICIT
The accompanying notes are an integral part of these financial statements
INFORMATION ARCHITECTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 and 2010
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.
In addition to on-going efforts to enhance and market our existing software assets, the Company is in the process of investigating acquisition partners and targets as well as investigating new business lines and services to add to existing software resources and enhance its ability to market its perceptre software asset. Through December 31, 2011 (and subsequently through April 16, 2012) 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."
Purchase of Perceptre Software
On June 16, 2003, the Company closed an Asset Purchase Agreement whereby IA acquired that certain computer software program and database commonly referred to as "perceptre" from Perceptre LLC, a New Mexico limited liability company for 215,350 shares of IA Series B preferred stock )valued at $215,350). The perceptre software is generally licensed to governmental and commercial sector customers for use in on-line pre-employment screening and background investigation. The perceptre software ordering system consists of a user interface designed for ease of use, breadth of information availability as well as speed and flexibility. The perceptre software provides a fast and affordable on-line ordering system for use by employers, or any other inquiring entities, in their quests to review the records of anyone of interest in many personnel arenas such as criminal records, civil court records, motor vehicle records, and, of course, credit bureau records. The Company's also had developed enhancements to perceptre its product.
The Company impaired the value of its perceptre software asset for financial statement purposes and all assets were written down to zero. Even though the Company has fully impaired the value of its perceptre software asset, the Company still owns the software and fully plans on developing it further in the future. We believe that several of our former employees are currently using our software on websites and we intend to enforce our rights to collect any revenue earned by them while using out software.
Segment Information
The Company reports only one segment.
Going Concern
The Company's financial statements for the years ended December 31, 2011 and 2010 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 $77,578,204 through December 31, 2011. 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 and its wholly owned subsidiary IA Green Corp.
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 was $54 in cash balances at December 31, 2011 and $0 at December 31, 2010.
Revenue Recognition
There was no revenue recognized in 2011 and 2010.
Stock-Based Compensation
Statement of Financial Accounting Standards ASC 718 (formerly - SFAS No. 123 (revised 2004) defines the fair-value-based method of accounting for issuances of equity instruments. Transactions in which the Company issues stock for 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 2011 and 2010.
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, 2011 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 April 16, 2012. 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, 2011 and 2010, 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, 2011, there were preferred shares which if converted would convert to 546,576,700 shares of common stock (508,382,000 at December 31, 2010).
During the quarter ended June 30, 2011, the Company effected a 100-to-1 reverse split of its common shares and a 2-to-1 reverse split of its preferred B shares. All per share amounts and share counts have been retroactively adjusted in the accompanying financial statements.
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.
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.
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.
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 - SHORT TERM NOTES PAYABLE
During the first quarter of 2011, the Company borrowed $20,000 under the terms of three separate short term notes payable from unrelated parties (One note for $10,000 (due April 28, 2011) and two separate notes for $5,000 each totaling $10,000 (one note is due May 2, 2011 and one is due May 4, 2011)), the balance of $20,000 remained outstanding as of September 30, 2011. The terms of the notes require payment at three months from the date of the notes, which dates occurred in the second quarter of 2011. The Company is in negotiations with the note holders to convert the balances owed to shares. The two $5,000 notes give each of the holders the right to convert to 100,000 post reverse split shares (200,000 post reverse split total shares) of common stock at any time prior to maturity ($.0005 per share conversion rate, fair value of the shares at the time the notes were negotiated). The $10,000 note gives the holder the right to convert to common stock at any time prior to maturity at a rate of $.0006 per share (fair value of the shares at the time the note was negotiated) (total potential post reverse split shares 166,667) and granted warrants to purchase 2,500 common shares post reverse split at $.05 par share for a three month period from the maturity date (the fair value of the warrants was calculated using the Black-Scholes method which resulted in a zero valuation) (term of the warrants has expired by December 31, 2011). There were no interest rates specified on the notes. Since the fair value of the notes approximated the conversion rates at the time the notes were negotiated, no beneficial conversion feature existed at the time the notes were negotiated and therefore no such expense was recognized.
NOTE 4 - SHAREHOLDER ADVANCES
During 2011, four shareholders advanced a total of $18,681 to the Company for the payment of various expenses. There are no specified repayment terms regarding these advances, which are shown as current liabilities on the accompanying financial statements. The amounts are due to a shareholder, officer and director (a related party transaction) - $5,800, a shareholder and officer (a related party transaction) - $10,281, another shareholder and former officer (a related party transaction) - $600, and a shareholder - $2,000.
NOTE 5 - SHAREHOLDERS' EQUITY (DEFICIT)
Convertible Preferred Stock
As of December 31, 2011 and 2010, 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 5,465,767 - 2011 and 5,083,820 - 2010 Series B shares issued as shown on the accompanying financial statements. These shares would convert to 546,576,700 common shares as of December 31, 2011.
During the quarter ended June 30, 2011, the Company effected a 2-to-1 reverse split of its preferred B shares. All per share amounts and share counts have been retroactively adjusted in the accompanying financial statements.
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 2011, 2,025,000 shares were designated for issuance for compensation. An additional 1,510,000 shares were designated for issuance in 2010 for compensation. All shares were valued at fair value at the time they were designated for issuance. The total shares designated for issuance in 2011 were valued at $507,075. The total shares designated for issuance in 2010 were valued at $301,965.
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.
There were no common shares issued for compensation in 2011. 164,305,300 common shares were issued in 2011 upon conversion of 1,643,053 Preferred B shares.
During the quarter ended June 30, 2011, the Company effected a 100-to-1 reverse split of its common shares. All per share amounts and share counts have been retroactively adjusted in the accompanying financial statements.
Stock Option Plan
There are no outstanding stock options as of December 31, 2011 and 2010. 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, 2011 and 2010.
Employee Stock Purchase Plan
The Company does not have an employee stock purchase plan.
Reverse Stock Split
During the quarter ended June 30, 2011, the Company effected a 100-to-1 reverse split of its common shares and a 2-to-1 reverse split of its preferred B shares. All per share amounts and share counts have been retroactively adjusted in the accompanying financial statements.
CAPITAL CONTRIBUTION
In 2010, the Company’s former Acting CEO directly paid the invoice for audit services for $10,000. In addition, another $9,000 was advanced during 2011 for audit and other expenses. These transactions have been recorded as a Capital Contribution to Additional Paid in Capital in the accompanying financial statements.
NOTE 6 - INCOME TAXES
There was no income tax expense for the years ended December 31, 2011 and 2010 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, 2011 and 2010 are as follows:
NOTE 7 - RELATED PARTY TRANSACTIONS
During 2011, the Company had the following related party transactions:
Transactions with an former officer and director:
A total of $1,400 was reimbursed to the former officer for payment of office expenses.
$4,500 was paid to the officer for consulting fees. An additional $112,500 salary was accrued during 2011. 250,000 post reverse split Preferred B shares were designated for issuance as compensation.
The former officer advanced $2,600 to the Company and the Company repaid $2,000 to the officer, leaving a net balance due the officer at December 31, 2011 of $600.
Transactions with a former officer and director and current consultant:
$4,000 was paid to the former officer and director for consulting fees. An additional $120,000 salary was accrued during 2011. 1,250,000 post reverse split Preferred B shares were designated for issuance as compensation.
The former officer and director advanced $16,800 to the Company and the Company repaid $11,000 to the former officer and director, leaving a net balance due the former officer and director at December 31, 2011 of $5,800.
Transactions with an officer and director and former consultant:
250,000 post reverse split Preferred B shares were designated for issuance as compensation. An additional $112,500 salary was accrued during 2011.
The officer and director advanced $10,281 to the Company during the 2011.
Transactions with a director:
150,000 post reverse split Preferred B shares were designated for issuance as compensation. An additional $67,500 salary was accrued during 2011.
NOTE 8 - STOCK BASED COMPENSATION
During 2011, the Company issued a total of 2,025,000 Preferred B shares (post reverse split numbers) as compensation to certain employees and a consultant. The shares were valued at fair value on the date of issuance based on the equivalent common shares into which the preferred shares can be converted. The total value of the shares in the accompanying financial statements was $507,075, of which $345,270 was expensed as general and administrative expense in 2011 and $115,080 (balance at December 31, 2011) was deferred to later periods according to the agreements. Of these shares 125,000 were designated for issuance to unrelated parties for legal and other consulting services and 1,900,000 were designated for issuance to related parties as detailed in Note 6.
NOTE 9 - SUBSEQUENT EVENTS
The Company has evaluated events and transactions occurring subsequent to December 31, 2011 through April 16, 2012, 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 December 2011, the Company began investigative due diligence on a business opportunity and potential merger partner. As of April 16, 2012, no transactions have occurred which would require adjustments to the accompanying financial statements and the merger is no longer anticipated.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Our auditors are Borgers & Cutler CPA’s PLLC. Their report on our financial statements for the years ended December 31, 2011 and 2010 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.
Item 9A. CONTROLS AND PROCEDURES
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, 2011. 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, 2011.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting as of December 31, 2011 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.
Item 9B. OTHER INFORMATION
None
PART III
Item 10.
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 present position(s) with the Company:
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Thomas M Jaspers 58 Director, CFO April 2011
Nicole Craig 30 Directors, Secretary April 2011
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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, 2010 through December 31, 2011, 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.
Mr. Jaspers has been the CFO for IACH since April 2011, prior to that he served as a consultant to the Company for financial matters. He is currently accruing wages of $12,500 per month.
Ms. Craig has been the Secretary and a Board member for IACH since April 2011. She is currently accruing wages of $7,500 per month.
Item 11.
Item 11. EXECUTIVE COMPENSATION
The following sets forth information with respect to compensation accrued by the Company for the services of the Company's Officers for the years ended December 31, 2011 and 2010.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of April 16, 2012 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.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The Company currently has two directors; Thomas M Jaspers and Nicole Craig.
Item 14.
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, 2011 and 2010 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.
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 2011 or 2010.
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.
ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K
(a)(1)
List of Exhibits:
Exhibit Document Location
31.1
Rule 13a-14(a)/15d-14(a) Certification Included
32.1
Section 906 Certification Included
100.INS
Iach-20111231.xml - instance document
100.SCH
Iach-20111231.xsd - schema document
100.CAL
Iach-20111231_cal.xml - calculation linkbase
100.DEF
Iach20111231_def.xml - definitions linkbase
100.LAB
Iach-20111231_lab.xml - label linkbase
100.PRE
Iach-20111231_pre.xml - presentation linkbase
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 April 16, 2012 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:
April 16, 2012,
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/ Thomas M Jaspers
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Thomas M Jaspers
Director and CFO