SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment to FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended Commission March 31, 1997 File No. 33-9390 INFORMATION ANALYSIS INCORPORATED (Exact name of Registrant as specified in its charter) Virginia 54-1167364 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 11240 Waples Mill Road, #300 22030 Fairfax, VA (Zip Code) (Address of principal executive offices) (Registrant's telephone number, including area code) (703) 383-3000 2222 Gallows Road, #400 Dunn Loring, VA 22027 (Former Address of principal executive offices) (Zip Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. $.01 par value common stock 1,887,557 shares at March 31, 1997 Transitional Small Business Disclosure Format: Yes No X --- --- PART I Item 6. Exhibits and Reports on Form 8-K See the Index to Exhibits attached hereto. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Information Analysis Incorporated (Registrant) By: --------------------------------- Sandor Rosenberg, Chairman of the Board and President Date: July 16, 1997 By: --------------------------------- Richard S. DeRose, Executive Vice President and Treasurer Date: July 16, 1997 INDEX TO EXHIBITS Exhibit No. Description 4.2 Software License Agreement dated March 24, 1997 between the Registrant and Computer Associates International, Inc. (Confidential Treat- ment Requested)