Attached files
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EXCEL - IDEA: XBRL DOCUMENT - INFORMATION ARCHITECTS CORP | Financial_Report.xls |
EX-31 - EXHIBIT 31.2 - INFORMATION ARCHITECTS CORP | exhibit312tj.htm |
EX-32 - EXHIBIT 32.2 - INFORMATION ARCHITECTS CORP | exhibit322tj.htm |
EX-32 - EXHIBIT 32.1 - INFORMATION ARCHITECTS CORP | exhibit321mro.htm |
EX-31 - EXHIBIT 31.1 - INFORMATION ARCHITECTS CORP | exhibit311mro.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012
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) 933-6303
(Registrants telephone number, including area code)
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 [X] No []
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No []
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [] Accelerated filer [] Non-accelerated filer [] Smaller reporting company [X] |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [] Yes [X] No
The number of shares of common equity outstanding as at August 18, 2012 was 360,770,272.
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
INFORMATION ARCHITECTS CORPORATION | ||
CONDENSED BALANCE SHEETS | ||
(Derived | ||
from | ||
audited | ||
financial | ||
(UNAUDITED) | statements) | |
June 30, | December 31, | |
2012 | 2011 | |
Assets | ||
Cash | $ 141 | $ 54 |
Total assets | $ 141 | $ 54 |
Liabilities and shareholders' deficit | ||
Current liabilities | ||
Accounts payable - trade | $ 4,838 | $ 14,663 |
Other - Payroll taxes | 75,128 | 75,128 |
Short term notes payable | 20,000 | 20,000 |
Accrued salaries | 538,750 | 427,500 |
Shareholder advances | 52,862 | 19,181 |
Total current liabilities | 691,578 | 556,472 |
Shareholders' deficit | ||
Preferred stock (Authorized 500,000,000 shares, par value $0.001) | ||
Preferred B - (2012 - 5,968,027 shares, | ||
2011 - 5,465,767 shares) | 5,968 | 5,466 |
Common stock (Authorized 2,000,000,000 shares, par value $0.001) | ||
(Issued 2012 - 330,770,272 and 2011 - 169,796,272 shares) | 330,770 | 169,796 |
Paid in capital | 78,879,678 | 76,961,604 |
Deferred stock based compensation | (1,626,700) | (115,080) |
Accumulated deficit | (78,281,153) | (77,578,204) |
Total Shareholders' deficit | (691,437) | (556,418) |
Total liabilities and shareholders' deficit | $ 141 | $ 54 |
See the accompanying notes to unaudited condensed financial statements |
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INFORMATION ARCHITECTS CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2012 AND 2011
Three-month | Three-month | Six-month | Six-month | |||||||
Period ended | Period ended | Period ended | Period ended | |||||||
June 30, | June 30, | June 30, | June 30, | |||||||
2012 | 2011 | 2012 | 2011 | |||||||
Sales | $ - | $ - | $ - | $ - | ||||||
Less cost of goods sold | - | - | - | - | ||||||
Gross profit | - | - | - | - | ||||||
General and Administrative Expenses | 446,495 | 311,399 | 702,949 | 345,091 | ||||||
Loss from operations | (446,495) | (311,399) | (702,949) | (345,091) | ||||||
Other income (expense) | - | - | - | - | ||||||
Net Loss | $ (446,495) | $(311,399) | $ (702,949) | $ (345,091) | ||||||
Loss applicable to common stockholders | $ (446,495) | $(311,399) | $ (702,949) | $ (345,091) | ||||||
Weighted average common shares outstanding | 279,273,569 | 5,489,361 | 263,640,598 | 5,489,361 | ||||||
Basic and diluted loss per share | $ (0.00)* | $ (0.06) | $ (0.00)* | $ (0.06) | ||||||
· Less than $0.01 per share | ||||||||||
See the accompanying notes to unaudited condensed financial statements |
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INFORMATION ARCHITECTS CORPORATION | ||
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS | ||
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2012 AND 2011 | ||
Six-month | ||
Period Ended | ||
June 30, | ||
2012 | 2011 | |
Net loss | $(702,949) | $(345,091) |
Adjustments to reconcile net loss to cash provided by (used in) | ||
operating activities | ||
Issuance of stock for services | 2,079,550 | 507,075 |
Deferred stock based compensation | (1,511,620) | (345,260) |
Changes in operating assets and liabilities: | ||
Accrued wages | 111,250 | 142,500 |
Accounts payable | (9,825) | 3,522 |
|
| |
Net cash used in operating activities | (33,594) | (37,254) |
Cash flows from financing activities | ||
Cash from short term notes payable | - | 20,000 |
Cash from shareholder advances | 33,681 | 8,400 |
Capital contribution | - | 9,000 |
Net cash provided by financing activities | 33,681 | 37,400 |
Net change in cash | 87 | 146 |
Cash - Beginning of period | 54 | - |
Cash - End of period | $ 141 | $ 146 |
Supplemental cash flow information: | ||
Cash paid during the period for interest | $ - | $ - |
Cash paid during the period for taxes | $ - | $ - |
See the accompanying notes to unaudited condensed financial statements |
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INFORMATION ARCHITECTS CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
INTERIM FINANCIAL STATEMENTS
The accompanying condensed financial statements of Information Architects Corporation (the Company, we, us, or our) have been prepared in accordance with the instructions to quarterly reports on Form 10-Q. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at June 30, 2012, and for all periods presented, have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) for the year ended December 31, 2011. The results of operations for the quarterly period ended June 30, 2012 are not necessarily an indication of operating results for the full year.
Principles of Consolidation
The accompanying financial statements include the accounts of Information Architects Corporation and its wholly owned subsidiary, IA Green Corp.
Loss per share
Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Conversion of preferred shares are not considered in the calculation, as the impact of the potential common shares (totaling 596,802,700 shares at June 30, 2012 and 546,576,700 at December 31, 2011) would be to decrease loss per share. Therefore, diluted loss per share is equivalent to basic loss per share.
Going Concern
The accompanying interim financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses, has a retained deficit and limited liquid assets. Management's plans (described below) with regard to these matters are to actively develop business lines associated with its strengths and to search for merger candidates and for opportunities for funding activities. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Companys ability to continue as a going concern depends on the success of management's plans in this regard.
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Miami Prevention & Kidney Center LLC
In August 2012, the Company announced that it will acquire 100% of the outstanding Limited Liability Company Interest of Miami Prevention & Kidney Center LLC (A Florida Limited Liability Company) (MPKC) from its members.
In exchange for the transfer of Said Limited Liability Company Interest of MPKC, IACH shall issue to the owners of MPKC 5,000,000 shares of its common stock (these shares were not issued as of August 18, 2012).
Founded in 2008, MPKC plans to develop several medical centers to provide lifesaving hemodialysis to individuals diagnosed with End Stage Renal Disease (ESRD). The initial center is slated for patients in the South Florida area.
The management team of MPKC is extremely well-seasoned in the operation and administration of acute dialysis service centers. Management has broad experience in virtually all aspects of dialysis center operations including maintaining compliance with the Joint Commission of Accreditation on Healthcare Organization (JCAHO) and Medicare standards. This management team will remain post acquisition and will oversee the development and operations of the dialysis centers.
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 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. 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 our software.
Additionally, the Company has also hired a new President and is developing plans to capitalize on his experience in another business line.
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Note 1 Equity transactions
During the quarter ended June 30, 2012 628,200 Preferred B shares were converted to 62,820,000 common shares, 1,200,000 common shares were given a compensation to a consultant, and 2,100,000 Preferred B shares (valued at fair value of $2,100,000) were given to officers and affiliates as compensation, some of which was deferred to later periods according to the associated contracts.
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. The notes were still outstanding at June 30, 2012 but will be converted to common shares under the terms of the notes in the third quarter of 2012.
Note 5 Income Taxes
The Company records its income taxes in accordance with ASC 740 Income Taxes. The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which has been fully allowed for; therefore, the net benefit and expense resulted in no income taxes.
Note 6 Related Party Transactions
During the quarter ended June 30, 2012, the Company had the following related party transactions:
Salaries were accrued totaling $118,750 and 2,100,000 Preferred B shares (valued at fair value of $2,100,000) were given to officers and affiliates as compensation, some of which was deferred to later periods according to the associated contracts
Note 7 Subsequent Events
The Company has evaluated events and transactions occurring subsequent to June 30, 2012 and through August 18, 2012, the date these 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 accompanying financial statements.
1. 300,000 Preferred B shares were converted to 30,000,000 common shares.
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2. In August 2012, the Company announced that it will acquire 100% of the outstanding Limited Liability Company Interest of Miami Prevention & Kidney Center LLC (A Florida Limited Liability Company) (MPKC) from its members. There were no previous material relationships between or among the previous owners of MPKC and IACH or any of its affiliates or any director or officer of IACH or any associate of any director or officer of IACH.
In exchange for the transfer of Said Limited Liability Company Interest of MPKC, IACH shall issue to the owners of MPKC 5,000,000 shares of its common stock (these shares were not issued as of August 18, 2012).
Founded in 2008, MPKC will develop medical centers to provide lifesaving hemodialysis to individuals diagnosed with End Stage Renal Disease (ESRD). The initial center is slated for patients in the South Florida area.
The management team of MPKC is extremely well-seasoned in the operation and administration of acute dialysis service centers. Management has broad experience in virtually all aspects of dialysis center operations including maintaining compliance with the Joint Commission of Accreditation on Healthcare Organization (JCAHO) and Medicare standards. This management team will remain post acquisition and will oversee the development and operations of the dialysis centers.
3. Two officers of the Company contributed $10,000 each for working capital in exchange for 2,500,000 common shares each (shares were valued at fair value as of the date of the contributions). These shares were not issued as of August 18, 2012.
ITEM 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
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." The Company is currently listed as active in the State of North Carolina.
Results of Operations
Three-month Period Ended June 30, 2012 compared to Three-month Period Ended June 30, 2011
The Companys activities during the quarter ended June 30, 2011 consisted primarily of the payment of various general and administrative expenses. For the quarter ended June 30, 2012, accrued salaries and recognition of deferred stock based compensation resulted in a higher quarterly loss.
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Liquidity and Capital Resources
At June 30, 2012 and December 31, 2011, the Company had $141 and $54 cash or cash equivalents, respectively.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements in Managements Discussion and Analysis of Financial Condition and Results of Operations and other portions of this report are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements or our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as may, will, could, would, should, expect, plan, anticipate, intend, believe, estimate, predict, potential or other comparable terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 4 - Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Our management, including our chief executive and financial (our principal financial and accounting officer) officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the last day of the period of the accompanying interim financial statements (the Evaluation Date). Based on that review and evaluation, our chief executive and financial and accounting officer concluded that, as of June 30, 2012, the Companys disclosure controls and procedures were effective.
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Changes in Internal Control over Financial Reporting
There were no changes in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) that occurred during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
Item 1 - Legal Proceedings
None.
Item 1A - Risk Factors
The Company is not required to provide the information required by this Item because the Company is a smaller reporting company.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Mine Safety Disclosures
Not applicable.
Item 5 - Other Information
None.
Item 6 - Exhibits
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1) |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1) |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) (2) |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) (2) |
(1) Filed herewith.
(2) Furnished upon request.
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SIGNATURES
Pursuant to the requirements 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:
August 20, 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
Thomas M Jaspers
Chief Financial Officer
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