iaic_10k.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2014
		or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission File Number 000-22405

Information Analysis Incorporated

(Exact name of registrant as specified in its charter)

Virginia		54-1167364
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11240 Waples Mill Road, Suite 201

Fairfax, Virginia 22030

(703) 383-3000

(Address including zip code, and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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 þ No o

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

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.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company þ
(Do not check if a smaller reporting company)

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

The aggregate market value of the 7,404,131 shares of common stock held by non-affiliates of the registrant based on the closing price of the registrant’s common stock on June 30, 2014, was approximately $1,702,950. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

As of March 16, 2015, there were 11,201,760 outstanding shares of the registrant’s common stock.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement for the 2015 Annual Meeting of Stockholders, to be filed within 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III of this Form 10-K.

			Page
PART I

	Item 1.	Business.	4

	Item 1A.	Risk Factors.	9

	Item 1B.	Unresolved Staff Comments	12

	Item 2.	Properties.	13

	Item 3.	Legal Proceedings.	13

	Item 4.	Mine Safety Disclosures	13

PART II

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	14

	Item 6.	Selected Financial Data	15

	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	15

	Item 8.	Financial Statements and Supplementary Data.	19

	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	37

	Item 9A.	Controls and Procedures.	37

	Item 9B.	Other Information	37

PART III

	Item 10.	Directors, Executive Officers and Corporate Governance.	38

	Item 11.	Executive Compensation.	38

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	38

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	38

	Item 14.	Principal Accounting Fees and Services.	38

PART IV

	Item 15.	Exhibits, Financial Statement Schedules.	39

SIGNATURES			40

EXHIBIT INDEX			41

Cautionary Statement Regarding Forward-Looking Statements

This Form 10-K contains forward-looking statements regarding our business, customer prospects, or other factors that may affect future earnings or financial results that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements. Investors should read and understand the risk factors detailed here in our Form 10-K and in other filings with the Securities and Exchange Commission ("SEC"). These risks include, among others, the following:

●	changes in the way the U.S. federal government contracts with businesses and changes in its budgetary priorities;

●	terms specific to U.S. federal government contracts;

●	our failure to keep pace with a changing technological environment;

●	intense competition from other companies;

●	inaccuracy in our estimates of the cost of services and the timeline for completion of contracts;

●	non-performance by our subcontractors and suppliers;

●	our failure to adequately integrate businesses we may acquire;

●	changes in the economic health of our non U.S. federal government customers; and

●	fluctuations in our results of operations and its impact on our stock price.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” in Item 1A. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking statements after the date of this report.

PART I

Item 1. Business.

Overview of Market

Founded in 1979, Information Analysis Incorporated ("We", the "Company"), to which we sometimes refer as IAI, is in the business of modernizing client information systems, developing and maintaining information technology systems, and performing consulting services to government and commercial organizations. Since its inception, we have performed software development and conversion projects for over 100 commercial and government customers including, but not limited to Small Business Administration, Computer Sciences Corporation, IBM, Computer Associates, MCI, Sprint, Citibank, U.S. Department of Homeland Security, U.S. Treasury Department, U.S. Department of Agriculture, U.S. Department of Energy, U.S. Army, U.S. Air Force, U.S. Department of Veterans Affairs, and the Federal Deposit Insurance Corporation. At present, we primarily apply our technology, services and experience to legacy software migration and modernization for commercial companies and government agencies, and to developing web-based solutions, including electronic forms conversions, for various agencies of the federal government.

The migration and modernization market is complex and diverse as to the multiple requirements clients possess to upgrade their older systems. Many large legacy systems remain in use because of the enormous cost to re-engineer these systems. Currently, the options available to modernize these systems are many. Performance and capacity of client-server systems, UNIX, LINUX, and .NET, rival the traditional mainframe systems. There are many brands of software that can interface with legacy systems via PC interfaces. New software development languages also allow users to warehouse and data-mine information from legacy databases. Finally, the evolution of the Internet and intranet technology offer a different approach for collecting and processing large volumes of user transactions, processes which are the forte of older legacy systems. All of these options are very expensive and time consuming because they require starting all over in defining requirements, designing structures, programming, and testing. Costs can range as high as $10 or more per line of new code.

Opportunities for our type of modernization may be expanding because of the recent large failures of large scale modernizations using redesign and off-the-shelf approaches. Most recently, the U.S. Air Force announced the failure of the ECSS modernization project which sought to modernize their systems using an off-the-shelf approach and cost over $1 billion. There have also been failures wasting hundreds of millions of dollars at various other agencies in recent years. As costs of maintaining these old systems on old hardware rises, there is more pressure to take an incremental approach that we can provide.

Companies are being driven for various reasons to address the upgrading of their legacy systems. One reason is the difficulty of finding and retaining staff with outdated technical skills, many of which are possessed only by senior programmers nearing retirement. Hardware platforms such as Unisys are reaching the horizon of their usefulness, and consequently, older programming and data base languages are generally poorly supported by their providers. Additionally, maintenance costs are materially increasing as vendors squeeze the most out of clients before the life-cycles of hardware and software expire. In addition, the Internet has added a new level of pressure to compete in the electronic marketplace with sector rivals. We expect that the next ten years should see an upsurge of movement and change as organizations revamp their older legacy systems.

A segment of mainframe users is interested in simply updating their legacy systems without drastic rewritings to these systems in newer languages or adapting expensive off-the-shelf products (such as SAP or Oracle) to their needs. These potential customers are looking for automated tools that can quickly and cost-effectively move applications onto cheaper computer platforms without the risk of failure. Tools such as those provided by Micro Focus, an IAI technology solutions partner, can perform this function by preserving the business rules in COBOL but extending the screens to be accessed over the Internet and providing compilers and utilities that allow the application to work on PC and UNIX platforms. It is difficult to determine the exact size of this segment, but even a 5% share of this market would represent hundreds of prospective customers with meaningful opportunities.

IAI has allied with a company called Software Mining, who licenses conversion software that can convert COBOL to Java or C#. Previously, the challenge was to create new code that is easily readable and maintainable. The tools Software Mining has developed address those issues exceptionally well, and combined with IAI’s tools and experience, provide us a unique capability to deliver successful results.

The web solutions market continues to be one of the fastest growing segments of the information technology consulting business as individuals, small companies, large companies, and government agencies (state and federal) expand their presence on the Internet. The range of products and services involved in this sector is extensive and therefore, require some specialization for a small company such as IAI to make an impact. Most small web companies are involved in building websites and typically have many short duration projects. More complex web applications generally require knowledge of customers’ back-end systems based on mainframe or mid-level computers. Few small companies have the expertise to develop these more sophisticated web applications. We distinguish ourselves among smaller companies by developing such expertise, typically associated with larger companies, both internally and through strategic business relationships with leading-edge software firms.

These types of applications, including innovative solutions in the business intelligence and cybersecurity arenas, should become more prominent in the future as web-based solutions continue to evolve. The need for commercial and public sector managers to access and combine data from disparate sources (internally and externally) for timely decision-making is becoming ever more acute in our fast paced digitally driven environment. The volume of data available to companies and agencies is growing at an exponential rate, as well as the need to protect that data and the systems that house them. This convergence of the need for instantaneous reliable access to real-time data via the web, combined with protecting such information from tampering and theft by unauthorized sources, should result in increased opportunities for IAI’s evolving capability skill set.

The commercial and government sectors of the software migration and modernization market can be quite different in their requirements for web-based applications. Many companies are generally interested in cataloging and selling items whereas government agencies wish to disseminate data to the citizenry. There is some overlap in common functionality when web applications are designed for procurement transactions or customer relations. What distinguishes the government requirements is that most government processes are based on forms. Many government agencies rely on thousands of internal and external forms to conduct their business. Any company that wishes to develop governmental web applications must address the forms issue. Adobe electronic forms products resold and supported by IAI are the predominant forms software in the federal government.

Over the last few years there has been a pronounced emphasis within the U.S. federal government to employ form data entry and citizen communication using mobile devices such as iPhones, iPads, and mobile devices employing the Android operating system. Working with Adobe’s latest version of Adobe Experience Manager, we have been able to build applications for several federal clients employing mobile devices.

Description of Business and Strategy

Since the mid-1990’s we have migrated customers from older computer languages generally associated with legacy computer systems to more modern languages used with current-day computer system platforms. Many organizations have become aware of the evolving obsolescence of these systems and are now beginning to fund their modernization. In addition, as part of this modernization, many organizations wish to extend these legacy systems to interface with web-based applications. Our strategy has been to develop and/or acquire tools that will facilitate the modernization process and differentiate our offerings in the marketplace.

In 2004, we aligned with Micro Focus, an established company in the legacy COBOL environment, to participate in an effort intended to promote, quickly and cost-effectively, the conversion of large legacy mainframe systems to PC and Unix server platforms. Micro Focus has developed a suite of products that simplify the conversion process and enable the entry screens to be Internet accessible. The convergence of these tools with the recent advancements in hardware performance of PC servers has finally permitted users to substantially reduce their annual mainframe hardware maintenance costs. As an authorized reseller and installer of the tools, our plan is to derive revenue from software sales and installation services as well as acquire supplementary programming services that typically occur with each engagement.

We have structured our company to address the wide range of requirements that we envision the market will demand. We believe that the Micro Focus tool suite and the use of our proprietary ICONS legacy conversion tools suite will give us a competitive edge in performing certain conversions and migrations faster and more economically than many other vendors. The diverse capabilities of our staff in mainframe technology and client-server implementations help to assure that our staff can analyze the original systems properly to conduct accurate and thorough conversions.

Our modernization methodology has developed over the past several years through the completion of successful conversion projects. Senior members of our professional staff can perform both technical and business requirements analyses, prepare general and detail design documentation and develop project plans including milestones, staffing, deliverables, and schedules. The actual work can be performed at customer sites or on our premises, which has mainframe and client-server facilities for the use of our personnel.

Some of our potential clients require that the COBOL code be converted to JAVA or C# and in those cases we have formed an alliance with a company called Software Mining that has developed tools that can be used successfully to deliver readable and maintainable modern code In 2014, we successfully completed a contract with a local government agency using Software Mining tools.

Our strategy to exploit the conversion and modernization market is also based on forming alliances with large information technology consulting firms who currently maintain the legacy systems for large government agencies and Fortune 1000 companies. These firms have established relationships with such customers, who rely on their advice in selecting tools and services to modernize legacy systems. We have been successful in forming partnerships with firms such as PriceWaterhouseCoopers, HP, Northrop Grumman, Unisys, Deloitte and Oracle. These alliances have resulted in significant opportunities in the past and are important in procuring future business.

In addition to gaining new business, we will focus on retaining and expanding existing contracts.

We are also using the experience we have acquired as an Adobe Solutions Partner and Reseller to help secure engagements for web-based applications requiring forms. The Adobe Experience Manager (AEM) products have evolved over the years into robust tools that can form the backbone of applications, especially those requiring forms and web content management. We have used this expertise to penetrate a number of federal government clients such as the Internal Revenue Service and Veterans Affairs and build sophisticated web applications at the Department of Homeland Security. One such application, a parking and transit subsidy tool, was cited for award recognition by the American Council for Technology – Industry Advisory Council (ACT-IAC) and Federal Computer Week’s Fed 100 Awards. Our knowledge of legacy system languages has been instrumental in connecting these web applications to legacy databases residing on mainframe computers. Our company has built a core group of professionals that can continue to build this practice over the coming years.

Concentrating on the niche of electronic forms-related web applications through our relationship with Adobe AEM products, we have developed a cadre of professionals that can quickly and efficiently develop web applications. We will focus on federal government clients during 2015 and beyond and leverage the company’s reputation with existing federal customers to penetrate these agencies. We will be able to reference successful projects completed or in development for various components of the Department of Homeland Security, the Department of Veterans Affairs, Federal Mediation and Conciliation Service, Department of Agriculture, Department of Education, General Services Administration, Army Reserve, and U.S. Air Force Logistics Command. For example, IAI recently successfully completed the conversion of thirty-one (31) portable document format (PDF) forms into accessible Section 508 compliant student loan servicing forms for the Office of Federal Student Aid for the benefit of individuals with disabilities.

In an effort to increase IAI’s profile and visibility in the expanding digital technology marketplace, IAI personnel have actively participated in industry programs such as the Adobe Digital Government Assembly and the National Veterans Small Business Engagement conferences, which bring together senior government officials, technology leaders and information technology leaders interested in advances in digital technology applications. IAI senior staff typically participates in related panel discussions and IAI exhibits its digital related competencies and innovative capabilities to the attendees.

We recognize the need to enhance our service and product capabilities as a means of expanding our business base and maintaining growth in the future. To that end, beginning in late 2010 and continuing in 2015, we have aggressively pursued strategic business relationships with certain leading-edge technology firms in our local area that have developed unique and innovative software-based products and services. These new business areas include, but are not limited to, data analytics, cybersecurity, real-time business intelligence, mobile applications and SharePoint developments. Where appropriate, we have entered into teaming arrangements or product reseller agreements with certain of these firms. These products and services are synergistic to our present business strategy and also allow us to expand into new business areas, both within the federal government and commercial sectors, without the expenditure of significant technical development dollars. Our partners benefit by our potential to leverage their new technology developments into our existing client base, as well as utilize our expertise and credibility in developing applications around their inventive products.

Along this line we have entered into a partnership with a company, Neo Technology, which has developed a state of the art software suite called Neo4j, which provides analysts with unprecedented capabilities to search multiple sources of data in performing data analytics. It is an open source graphical database that is being used by a number of large corporations and analytical entities. We have invested in training our people and establishing a reseller agreement to solicit the federal marketplace as both a reseller of the software and provider of information technology services for building applications.

Global Industry Analysts said in an August 24, 2014 report that the mobile security market will reach $14.4 billion by 2017. The report, "Mobile Security: A Global Strategic Business Report," reviewed trends for all major commercial, healthcare and government geographic markets. In recognition of this emerging market, IAI entered into a Reseller agreement in first quarter 2015 with Protected Mobility, LLC, a Virginia based company founded in 2010 to meet a critical need to provide a secure messaging capability for unprotected personal cellular devices deployed with US troops. Protected Mobility continues to develop unique secure solutions to ensure privacy of communications, documents and other key assets and, since 2010, has provided hundreds of thousands of devices/software applications to private enterprises and US government agencies. IAI, in connection with Protected Mobility, intends to offer unique product and information technology solutions to combat the types of mobility, computer and communications threats seriously affecting the well-being of military and government organizations, healthcare organizations, as well as private companies.

Our management will continue to explore ways to expand our current market spaces and develop new ones that may offer more opportunity. This may take the shape of organic growth or through acquisition of other companies. In any event, IAI will be more aggressive than in the past and will take more risks in terms of investment in business development, exploring the potential of diversified business opportunities, and seeking targets of acquisition. We expect to see the results of these efforts during 2015 and beyond.

Backlog

As of December 31, 2014, we estimated our backlog at approximately $21 million over the next three years, of which $4.2 million was funded. This backlog consists of outstanding contracts and general commitments from current clients. We regularly provide services to certain clients on an as-needed basis without regard to a specific contract. General commitments represent those services which we anticipate providing to such clients during a twelve-month period.

Competition

The competition in the conversion and modernization market is very strong. Many software professional services companies have had some involvement in this area and profess proficiency in performing these projects. We also face competition from other companies that purport to substantially automate the process through software tools including Blue Phoenix Solutions, Fujitsu, and IBM. “Off-the-shelf” software for enterprise resource planning, such as SAP and Oracle, provides an additional source of competition, although to date, the cost and lengthy installation time for enterprise resource planning software has slowed its implementation in the market place. No matter what type of solution is offered, many of our competitors have greater name recognition than our company, a larger, more established customer base, and significantly greater financial and market resources.

In the electronic forms arena there are multiple forms vendors such as IBM (Pure Edge), Microsoft, and FormNet. These are formidable competitors who are constantly trying to gain a share of the Adobe market penetration. In the federal marketplace, the cost of switching from Adobe and losing the sizeable investments in forms already developed gives Adobe an advantage in retaining and extending its client base. Also, the prevalence of Adobe’s PDF standard format for presenting images in the electronic world is a difficult obstacle for its competitors to overcome.

There are hundreds of firms performing traditional information technology services, business intelligence and cybersecurity, and general consulting for the federal government. A great number of them are much larger than IAI, and are more established in the marketplace, and have more resources to pursue individual prospects.

Government Regulation

We are bound by various rules and regulations promulgated by the federal government and agencies thereunder. We have not experienced undue expense beyond those expenses normally incurred in our ordinary course of business in adhering to such rules and regulations. Since historically most of our business is derived from contracts either directly with the U.S. federal government or as a subcontractor on behalf of U.S. federal government customers, most of our contracts are subject to termination at the election of the government.

Intellectual Property

We depend upon a combination of trade secret and copyright laws, nondisclosure and other contractual provisions and technical measures to protect our proprietary rights in our methodologies, databases and software. We have not filed any patent applications covering our methodologies and software. In addition, we attempt to protect the secrecy of our proprietary databases and other trade secrets and proprietary information through agreements with employees and consultants.

We also seek to protect the source code of our proprietary ICONS legacy code conversion tools suite as trade secrets and under copyright law. The copyright protection accorded to databases, however, is fairly limited. While the arrangement and selection of data can be protected, the actual data is not, and others are free to create software performing the same function. We believe, however, that the creation of competing databases would be very time consuming and costly.

Employees

As of December 31, 2014, we employed 22 full-time and 5 part-time individuals. In addition, we maintained subcontractor relationships with companies and individuals that add 7 individuals for professional information technology services. Approximately 99% of our professional employees have at least four years of related experience. For computer related services, we believe that the diverse professional opportunities and interaction among our employees contribute to maintaining a stable professional staff with limited turnover.

We have no collective bargaining agreements or other such labor contracts with our employees and believe that our employee relationships are satisfactory. In the long-term, management will likely hire additional staff to meet its anticipated growth requirements. We do not anticipate encountering material problems in our ability to hire individuals with the requisite employee skill sets, despite a competitive market for our requisite technical skill sets and government clearances, when required. We utilize fee-based recruiting firms when it is necessary to speed up the process of locating and hiring employees with specialized skill sets and clearances.

Available Information

We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission, or SEC. Our website address is www.infoa.com.

Item 1A. Risk Factors.

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. This discussion highlights some of the risks which may affect future operating results. These are the risks and uncertainties we believe are most important for you to consider. Additional risks and uncertainties not presently known to us which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results would likely suffer.

Changes in the funding priorities of the U.S. federal government, and changes in the way the U.S. federal government contracts with businesses, may materially and adversely affect our revenue and earnings.

Since the U.S. federal government is our largest customer, both directly and with us as a subcontractor, changes in the funding priorities of the U.S. federal government may materially and adversely affect us if funding is cut or shifted away from the information technology services that we are equipped to provide. Additionally, changes in the way the government awards contracts may create a disadvantage for us to compete in certain markets.

U.S. federal government contracts are generally subject to terms more favorable to the customer than commercial contracts.

U.S. federal government contracts generally contain provisions and are subject to laws and regulations that give the federal government rights and remedies not typically found in commercial contracts, including provisions permitting the federal government to:

●	terminate our existing contracts;

●	reduce potential future income from our existing contracts;

●	modify some of the terms and conditions in our existing contracts;

●	suspend or permanently prohibit us from doing business with the federal government or with any specific government agency;

●	impose fines and penalties;

●

subject the award of some contracts to protest or challenge by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest or challenge and which may also require the government to solicit new proposals for the contract or result in the termination, reduction or modification of the awarded contract;

●	suspend work under existing multiple year contracts and related task orders if the necessary funds are not appropriated by Congress;

●	decline to exercise an option to extend an existing multiple year contract; and

●	claim rights in technologies and systems invented, developed or produced by us.

The U.S. federal government may terminate a contract either “for convenience” (for instance, due to a change in its perceived needs or its desire to consolidate work under another contract) or if a default occurs by failing to perform under the contract. If the federal government terminates a contract for convenience, we generally would be entitled to recover only our incurred or committed costs, settlement expenses and profit on the work completed prior to termination. If the federal government terminates a contract based upon a default, we generally would be denied any recovery for undelivered work, and instead may be liable for excess costs incurred by the federal government in procuring undelivered items from an alternative source and other damages as authorized by law.

Failure to keep pace with a changing technological environment could negatively impact our business.

The computer industry in general, and the market for our application software offerings and services, is characterized by rapidly changing technology, frequent new technology introductions, and significant competition. In order to keep pace with this rapidly changing market environment, we must continually develop and incorporate into our services new technological advances and features desired by the marketplace at acceptable prices. The successful development and commercialization of new services and technology involves many risks, including the identification of new opportunities, timely completion of the development process, the control and recovery of development and production costs and acceptance by customers of our products and services. If we are unsuccessful in identifying, developing and marketing our services and technology or adapting our business to rapid technological change, it will have a material negative impact on our results of operations.

We are subject to intense competition from other companies engaged in software development and computer related services.

The market for our products and services is competitive, rapidly evolving, and can be affected by new product introductions and other market activities of industry participants. Some of these companies have longer operating histories, greater financial, marketing and other resources, greater name recognition in other markets and a larger base of customers than IAI. In addition, some companies have well-established relationships with our current and prospective customers. As a result, these competitors may be able to devote greater resources to the development, promotion and sale of their products and services than we can. Should we not be able to maintain our competitive advantages in light of these factors, it could have a material negative impact on our results of operations.

If we are unable to accurately estimate the cost of services and the timeline for completion of contracts, the profitability of our contracts may be materially and adversely affected.

Our commercial and federal government contracts are typically awarded on a competitive basis. Our bids are based upon, among other items, the cost to provide the services. To generate an acceptable return on our investment in these contracts we must be able to accurately estimate our costs to provide the services required by the contract and be able to complete the contracts in a timely manner. If we fail to accurately estimate our costs or the time required to complete a contract the profitability of our contracts may be materially and adversely affected.

Contracts on which we utilize subcontractors or suppliers may be adversely affected if our subcontractors or suppliers fail to perform required obligations under the contract.

We frequently utilize subcontract labor on contracts where we bid as partners, we lack a specific type of expertise, or where the subcontractor has brought the opportunity to us. If our subcontractors or suppliers fail to perform as specified, it may adversely affect our contracts and subject us to loss of the contracts, unintended expenses, and/or the inability to secure future contracts due to our nonperformance.

Our federal government contracts typically have terms of one or more base years and one or more option years. Federal governmental agencies generally have the right not to exercise options to extend a contract. A decision to terminate or not to exercise options to extend our existing contracts could have a material adverse effect on our business, prospects, financial condition and results of operations.

We are dependent on key personnel to maintain our profitability and grow our business.

Our future success depends, to a significant extent, on the continued services of our key personnel. A loss of certain key personnel, both managerial and technical, would most likely have an adverse effect on our business. In addition, competition for qualified technical personnel throughout the industry is significant and we may be unable to retain our current personnel or attract, integrate or retain other highly qualified personnel in the future. If we do not succeed in retaining our current personnel or in attracting and motivating new personnel, our business could be adversely affected.

We are dependent upon third-party software and software maintenance suppliers, making us vulnerable to supply shortages and lapses in support.

We obtain software licenses and related software maintenance contracts for resale from third-party suppliers. Any delay in our suppliers’ fulfillment of our orders could impair our ability to deliver products and maintenance to customers and, accordingly, could have a material adverse effect on business, results of operations, financial condition, and reputation.

Changes in the economic health of our largest non U.S. federal government customers could negatively impact our cash flow and earnings.

One of our largest customers for the last thirteen years, Binder & Binder – The National Social Security Disability Advocates (NY), LLC, filed for bankruptcy protection pursuant to Chapter 11 of the bankruptcy code. Revenues from Binder & Binder for the years ended December 31, 2014 and 2013 were $633,844 and $609,425, respectively. On December 31, 2014, the Company was owed $212,069 from Binder & Binder. The Company has not recorded a specific reserve against this receivable in its December 31, 2014, financial statements, as on December 31, 2014, the Company believed that full collection was probable. As of March 20, 2015 the Company has received payments totaling $117,074 related to amounts outstanding at December 31, 2014. Had this customer been unable to reorganize, we could have lost a significant customer for future earnings and cash flows, as well as suffered the loss of the cash flow from past work.

Failure to adequately integrate prospective new businesses or acquisitions could materially impact and disrupt our business.

We are seeking to expand our business and may acquire or make investments in companies or businesses offering complementary products, services and technologies in the future. Acquisitions and investments typically involve numerous risks including, but not limited to difficulties in integrating operations, technologies, services and personnel and diversion of financial and managerial resources from existing operations. To manage this prospective growth effectively, we may need to implement additional management information systems capabilities, further develop our operating, administrative, financial and accounting systems and controls, improve coordination among accounting, finance, marketing and operations and hire and train additional personnel. Should these prospective integrations prove more difficult and time consuming than anticipated, it could negatively impact our results of operations.

Fluctuations in our results of operations from period to period may cause fluctuations in our stock price.

Our financial results vary from quarter to quarter based on certain factors such as the timing of significant orders, contract funding approvals and contract completions, some of which are beyond our control. As a consequence, our quarterly and annual revenue and operating results may fluctuate from period to period, and period comparisons may therefore not be meaningful. Such fluctuations in the future could contribute to corresponding fluctuations in our stock price and in certain cases cause the trading price of our stock to decline.

The exercise of outstanding options to purchase our common stock could substantially dilute shareholders’ investments.

Under the terms of outstanding options to acquire our common stock issued to employees and others, the holders thereof are given an opportunity to profit from a rise in the market price of our common stock that, upon the exercise of such options, could result in dilution in the interests of our other shareholders.

Our business potential could be impacted by our failure to adequately protect our intellectual property.

Our success depends in part on our ability to obtain and maintain proprietary protection for our technologies, products, and processes, and our ability to operate without infringing the proprietary rights of other parties. We may not be able to obtain copyright, patent or other protection for our proprietary technologies or for certain processes developed by our employees. Legal standards relating to intellectual property rights in computer software are still developing and this area of the law is evolving with new technologies. Any copyrights, patents or other registrations may not sufficiently protect us against competitors with similar technology. In addition, our intellectual property rights may be challenged, narrowed, invalidated or circumvented. Our intellectual property rights do not guarantee any competitive advantage. Because our success in part relies upon our technologies, if proper protection is not available or can be circumvented, our business may be negatively impacted.

There is a limited public market for our common stock.

Our common stock is presently quoted on the OTC Bulletin Board under the symbol “IAIC”, and the securities are traded through broker-dealers. Because our stock trades on the OTC Bulletin Board rather than on a national securities exchange, a shareholder may find it difficult to either dispose of or obtain quotations as to the price of our common stock. There has historically been a low trading volume of our shares which may have an adverse impact on a shareholder’s ability to execute transactions of our shares.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

Our offices are located at 11240 Waples Mill Road, Fairfax, VA 22030. We hold a lease for 4,434 square feet. This lease expires on May 31, 2017. We believe that our current facility is suitable and adequate to meet our current needs, and that suitable additional or substitute space will be available as needed to accommodate expansion of our operations.

Item 3. Legal Proceedings

There are presently no pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 4. Mine Safety Disclosures

Not applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Common Stock trades on the Over-the-Counter Bulletin Board under the symbol IAIC. The following table sets forth, for the fiscal periods indicated, the high and low bid prices of the Common Stock, as reported by Yahoo Finance:

	Fiscal Year Ended December 31, 2014								Fiscal Year Ended December 31, 2013
	Quarter Ended:								Quarter Ended:
	3/31/14		6/30/14		9/30/14		12/31/14		3/31/13		6/30/13		9/30/13		12/31/13
High	$	0.29	$	0.40	$	0.29	$	0.23	$	0.16	$	0.18	$	0.17	$	0.18
Low	$	0.17	$	0.17	$	0.17	$	0.15	$	0.12	$	0.14	$	0.13	$	0.14

The quotations on which the above data are based reflect inter-dealer prices without adjustment for retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Because our stock trades on the OTC Bulletin Board rather than on a national securities exchange, a shareholder may find it difficult to either dispose of or obtain quotations as to the price of our common stock. There has historically been a low trading volume of our shares which may have an adverse impact on a shareholder’s ability to execute transactions of our shares.

Holders

As of December 31, 2014, we had 107 holders of record of our Common Stock.

Dividends

We have never paid any cash dividends on our common stock and do not anticipate paying cash dividends within the foreseeable future. Our management anticipates that all earnings, if any, will be retained for development of our business. Any future dividends will be subject to the discretion of the board of directors and will depend on, among other things, future earnings, our operating and financial condition, our capital requirements and general business conditions.

Securities Authorized for Issuance under Equity Compensation Plans

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

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)		Weighted-average exercise price of outstanding options, warrants, and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders1,2		1,264,000	$	0.26		794,000
Equity compensation plans not approved by security holders		-		-		-
Total		1,264,000	$	0.26		794,000

1 The Company has a stock incentive plan, which became effective May 18, 2006, and expires May 17, 2016 (the “2006 Plan”). The 2006 Plan provides for the granting of equity awards to employees and directors. The maximum number of shares for which equity awards may be granted under the 2006 Plan is 1,950,000. Options under the 2006 Plan expire no later than ten years from the date of grant or 90 days after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors.

2The Company had a stock option plan, which became effective June 25, 1996, and expired May 29, 2006 (the “1996 Plan”). The 1996 Plan provided for the granting of stock options to employees and directors. The maximum number of shares for which options could be granted under the 1996 Plan was 3,075,000. Options expire no later than ten years from the date of grant or 90 days after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors.

Recent Sales of Unregistered Securities

We had no sales of unregistered securities during 2014 that have not been previously disclosed in a Current Report on Form 8-K or Quarterly Reports on Form 10-Q.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not repurchase any of our equity securities during 2014.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the attached financial statements and notes thereto. Reference is made to “Cautionary Statement Regarding Forward-Looking Statements” on page 1 hereof, which describes important factors that could cause actual results to differ from expectations and non-historical information contained herein.

Overview

During 2014, our sales and marketing efforts were focused to capitalize on our expertise in these areas – electronic forms conversion, modernization, accessibility, web-enablement, data capture, services, and software, and tools and services to address the legacy modernization/conversion market, including third party tools, legacy and post-conversion database support, development and support of database-backed web portals, and other web-based solutions, mobile-based and tablet-based solutions.

In 2014, we had a net loss of $30,000. Our stockholders’ equity was $2,090,000 at December 31, 2014. Our gross profit increased by $128,000, while revenue decreased $1,695,000. The revenue decrease is due mostly to decreases in direct sales of third-party software products and related maintenance contracts. Included in software sales are commissions on registered sales brought to our vendors by us but ordered directly from the vendor by the customer. In 2014 the Company earned $829,000 from these commissions compared to $291,000 in 2013. Had these sales orders been processed through us, the software sales revenue and the cost of software sales would both have been significantly higher, normalizing our gross profit percentage to be closer to that of recent years. Revenue from fees for professional services decreased by $388,248. Gross profits as a percentage of sales decreased to 41.3% in 2014 from 44.8% in 2013 for professional services and increased from 12.6% in 2013 to 41.3% in 2014 for software sales. Our expenses related to selling, general and administrative infrastructure increased 2.0%, due mostly to increases in the costs associated with bids and proposals and costs of advertising and business promotion.

Cash and cash equivalents increased $90,000 due to decreases in outstanding accounts receivable balances and increases in our deferred revenue and commissions payable balances. We were able to operate throughout 2014 without borrowing against our line of credit.

Results of Operations

The following table sets forth, for the periods indicated, selected information from our Statements of Operations, expressed as a percentage of revenue:

	Years Ended
	December 31, 2014			December 31, 2013
Professional fees		64.1	%		54.8	%
Software sales		35.9	%		45.2	%
Total revenues		100.0	%		100.0	%
Cost of professional fees		37.6	%		30.2	%
Cost of software sales		21.1	%		39.6	%
Total cost of revenues		58.7	%		69.8	%
Gross profit		41.3	%		30.2	%
Operating expenses
Selling, general and administrative		(29.2	%)		(22.1	%)
Commissions expense		(12.8	%)		(9.0	%)
Loss from operations		(0.7	%)		(0.9	%)
Other income		0.2	%		0.1	%
Loss before income taxes		(0.5	%)		(0.8	%)
Provision for income taxes		(0.0	%)		(0.0	%)
Net loss		(0.5	%)		(0.8	%)

2014 Compared to 2013

Revenue. Total revenue for 2014 decreased $1,695,000, or 22.7%, to $5.78 million from $7.48 million in 2013. Revenue from professional services fees decreased $388,000 or 9.5%, to $3.71 million in 2014 from $4.09 million in 2013. The decrease in our revenue from professional services fees is largely due to the loss of positions at one U.S. government agency under a new prime contractor and to completion of projects. Revenue from software sales decreased $1.31 million, or 38.6%, to $2.08 million in 2014 from $3.38 million in 2013. Included in software sales are commissions on registered sales brought to our vendors by us but ordered directly from the vendor by the customer. In 2014 the Company earned $829,000 from these commissions compared to $291,000 in 2013. Had these sales orders been processed through us, the software sales revenue and the related cost of software sales would both have been significantly higher. Software product and maintenance sales and commissions on registered sales are subject to considerable fluctuation from period to period, based on the product mix sold and customer demand. Revenue from software sales comprised 35.9% of total sales in 2014, compared to 45.2% of total sales in 2013.

Gross Profit. Gross profit increased $128,000, or 5.7% in 2014 versus 2013. Gross profit as a percentage of revenue increased to 41.3% of revenue in 2014 from 30.2% of revenue in 2013. The increase in gross profit as a percentage of revenue is due to the increase in commissions earned on registered sales where customers we introduced to our vendors purchased directly from the vendors. Gross profit from professional fees was 41.3% in 2014 on 64.1% of total revenues while gross profit from software sales was 41.3% on 35.9% of total sales. In 2013, gross profit from professional fees was 44.8% on 54.8% of total revenues while gross profit from software sales was 12.6% on 45.2% of total sales. Professional services gross profit was $1.53 million in 2014, compared to $1.83 million in 2013. Software sales gross profit increased to $859,000 in 2014 from $426,000 in 2013.

Selling, General and Administrative. Selling, general and administrative expenses for 2014 increased $32,000 to $1.69 million, or 29.2% of revenue, from $1.66 million, or 22.1% of revenue, in 2013. The increase is due to increases in the costs of related to bids and proposals in 2014 and to increases in advertising and promotion, offset in part by decreases in non-billable management, administrative, and sales salaries expense and the related fringe benefit costs.

Commission Expense. Commission expense in 2014 was $740,000, or 12.8% of revenue, versus $674,000, or 9.0% in 2013. Commission expenses vary with income generated from contracts sold by our commission-based sales associates.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”), or other standard setting bodies that the Company adopts as of the specified effective date.

For a discussion of the accounting standards recently adopted or pending adoption and the affect such accounting changes will have on our results of operations, financial position or liquidity, see Note 1 to the financial statements.

Liquidity and Capital Resources

Our beginning cash and cash equivalents balance, when combined with our cash flow from operations, were sufficient to provide financing for our operations. For 2014, net cash provided by operating and investing activities was $90,479. Our net cash provided, when added to a beginning balance of $2,359,527, yielded cash and cash equivalents of $2,450,006 at December 31, 2014. Our accounts receivable balances decreased $462,757 while our accounts payable balances decreased $489,828, primarily due to outstanding product-related invoices at 2013 year-end. Our prepaid expenses and other current assets accounts increased $224,990, and our deferred revenue accounts increased $234,512, due to an increase in the dollar value of term-based prepaid software maintenance contracts open at year-end. We had no non-current liabilities at December 31, 2014.

We have a revolving line of credit with a bank providing for demand or short-term borrowings of up to $1,000,000. The line became effective December 20, 2005, and expires on May 31, 2016. As of December 31, 2014, no amounts were outstanding under this line of credit. We did not borrow against this line of credit in 2014.

Based on our current cash position and operating plan, we anticipate that we will be able to meet our cash requirements beyond the next twelve months.

We presently lease our corporate offices on a contractual basis with certain timeframe commitments and obligations. We believe that our existing offices will be sufficient to meet our foreseeable facility requirement. Should we need additional space to accommodate increased activities, management believes we can secure such additional space on reasonable terms.

We have no material commitments for capital expenditures.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are likely to have a material current or future effect on our financial condition, or changes in financial condition, liquidity or capital resources or expenditures.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 to our accompanying financial statements. We consider the accounting policies related to revenue recognition to be critical to the understanding of our results of operations. Our critical accounting policies also include the areas where we have made what we consider to be particularly difficult, subjective or complex judgments in making estimates, and where these estimates can significantly impact our financial results under different assumptions and conditions. We prepare our financial statements in conformity with accounting principles generally accepted in the United States. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could be different from these estimates.

Revenue Recognition

The Company earns revenue from both professional services and sales of software and related support. The Company recognizes revenue when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered probable and can be reasonably estimated. Revenue from professional services is earned under time and materials and fixed-price contracts. For sales of third-party software products, revenue is recognized upon product delivery, with any maintenance related revenues recognized ratably over the maintenance period.

Revenue on time and materials contracts is recognized based on direct labor hours expended at contract billing rates and adding other billable direct costs.

For fixed-price contracts that are based on unit pricing, the Company recognizes revenue for the number of units delivered in any given reporting period.

For fixed-price contracts in which the Company is paid a specific amount to be available to provide a particular service for a stated period of time, revenue is recognized ratably over the service period. The Company applies this method of revenue recognition to renewals of maintenance contracts on third-party software sales from prior years and to separable maintenance elements of sales of third-party software that include fixed terms of maintenance, such as Adobe and Micro Focus software, for which the Company is responsible for “first line support” to the customer and for serving as a liaison between the customer and the third-party maintenance provider for issues the Company is unable to resolve.

The Company reports revenue on both gross and net bases on a transaction by transaction analysis using authoritative guidance issued by the Financial Accounting Standards Board (the “FASB”). The Company considers the following factors to determine the gross versus net presentation: if the Company (i) acts as principal in the transaction; (ii) takes title to the products; (iii) has risks and rewards of ownership, such as the risk of loss for collection, delivery or return; and (iv) acts as an agent or broker (including performing services, in substance, as an agent or broker) with compensation on a commission or fee basis. Generally, sales of third-party software products such as Adobe and Micro Focus products are reported on a gross basis with the Company acting as the principal in these arrangements. This determination is based on the following: 1) the Company has inventory risk as suppliers are not obligated to accept returns, 2) the Company has reasonable latitude, within economic constraints, in establishing price, 3) the Company, in its marketing efforts, frequently aids the customer in determining product specifications, 4) the Company has physical loss and inventory risk as title transfers at the shipping point, 5) the Company bears full credit risk, and 6) the amount the Company earns in the transaction is neither a fixed dollar amount nor a fixed percentage. Generally, revenue derived for facilitating a sales transaction of Adobe products in which a customer introduced by the Company makes a purchase directly from the Company’s supplier or another designated reseller is recognized net when the commission payment is received since the Company is merely acting as an agent in these arrangements. Since the Company is not a direct party in the sales transaction, payment by the supplier is the Company’s confirmation that the sale occurred.

For software and software-related multiple element arrangements, the Company must: (1) determine whether and when each element has been delivered; (2) determine whether undelivered products or services are essential to the functionality of the delivered products and services; (3) determine the fair value of each undelivered element using vendor-specific objective evidence ("VSOE"), and (4) allocate the total price among the various elements. Changes in assumptions or judgments or changes to the elements in a software arrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period.

The Company determines VSOE for each element based on historical stand-alone sales to third parties or from the stated renewal rate for the elements contained in the initial arrangement. The Company has established VSOE for its third-party software maintenance and support services.

The Company’s contracts with agencies of the U.S. federal government are subject to periodic funding by the respective contracting agency. Funding for a contract may be provided in full at inception of the contract, ratably throughout the contract as the services are provided, or subject to funds made available incrementally by legislators. In evaluating the probability of funding for purposes of assessing collectability of the contract price, the Company considers its previous experiences with its customers, communications with its customers regarding funding status, and the Company’s knowledge of available funding for the contract or program. If funding is not assessed as probable, revenue recognition is deferred until realization is deemed probable.

Payments received in advance of services performed are recorded and reported as deferred revenue. Services performed prior to invoicing customers are recorded as unbilled accounts receivable and are presented on the Company’s balance sheets in the aggregate with accounts receivable.

Effects of Inflation

In the opinion of management, inflation has not had a material effect on our operations.

Item 8. Financial Statements and Supplementary Data.

		Page
Report of Independent Registered Public Accounting Firm		20

Balance Sheets as of December 31, 2014 and 2013		21

Statements of Operations and Comprehensive Loss for the years ended December 31, 2014 and 2013		22

Statements of Changes in Stockholders' Equity for the years ended December 31, 2014 and 2013		23

Statements of Cash Flows for the years ended December 31, 2014 and 2013		24

Notes to Financial Statements		25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Information Analysis Incorporated

We have audited the accompanying balance sheets of Information Analysis Incorporated as of December 31, 2014 and 2013, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended. Information Analysis Incorporated’s management is responsible for these financial statements. 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 audit 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 also 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 Analysis Incorporated as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United Stated of America.

/s/ CohnReznick LLP

Vienna, Virginia

March 20, 2015

INFORMATION ANALYSIS INCORPORATED

BALANCE SHEETS

	December 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	2,450,006		$	2,359,527
Accounts receivable, net		970,621			1,437,754
Prepaid expenses and other current assets		759,982			534,992
Notes receivable, current		3,896			6,294
Total current assets		4,184,505			4,338,567

Property and equipment, net of accumulated depreciation and amortization of $349,178 and $317,801		53,675			52,887
Notes receivable, long-term		5,102			8,665
Other assets		6,281			6,281

Total assets	$	4,249,563		$	4,406,400

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	32,327		$	611,781
Commissions payable		1,017,047			902,972
Deferred revenue		737,994			503,482
Accrued payroll and related liabilities		255,703			221,378
Other accrued liabilities		116,097			60,796
Total liabilities		2,159,168			2,300,409

Commitments and contingencies		-			-

Stockholders’ equity
Common stock, $0.01 par value, 30,000,000 shares authorized, 12,844,376 shares issued, 11,201,760 shares outstanding as of December 31, 2014 and December 31, 2013, respectively.		128,443			128,443
Additional paid-in capital		14,613,887			14,599,696
Accumulated deficit		(11,721,724	)		(11,691,937	)
Treasury stock, 1,642,616 shares at cost at December 31, 2014 and 2013		(930,211	)		(930,211	)

Total stockholders’ equity		2,090,395			2,105,991

Total liabilities and stockholders’ equity	$	4,249,563		$	4,406,400

The accompanying notes are an integral part of the financial statements

INFORMATION ANALYSIS INCORPORATED

STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

	For the years ended December 31,
	2014			2013
Revenues
Professional fees	$	3,706,692		$	4,094,940
Software sales		2,076,775			3,383,444
Total revenues		5,783,467			7,478,384

Cost of revenues
Cost of professional fees		2,177,673			2,261,305
Cost of software sales		1,218,249			2,957,625
Total cost of revenues		3,395,922			5,218,930

Gross profit		2,387,545			2,259,454

Selling, general and administrative expenses		1,687,449			1,655,037
Commissions expense		739,929			673,643

Loss from operations		(39,833	)		(69,226	)
Other income		10,046			8,987

Loss before provision for income taxes		(29,787	)		(60,239	)
Provision for income taxes		-			-

Net loss	$	(29,787	)	$	(60,239	)

Comprehensive loss	$	(29,787	)	$	(60,239	)


Net loss per common share – basic	$	(0.00	)	$	(0.01	)

Net loss per common share – diluted	$	(0.00	)	$	(0.01	)

Weighted average common shares outstanding
Basic		11,201,760			11,201,760
Diluted		11,201,760			11,201,760

The accompanying notes are an integral part of the financial statements

INFORMATION ANALYSIS INCORPORATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Shares of
	Common				Additional
	Stock		Common		Paid-in		Accumulated			Treasury
	Issued		Stock		Capital		Deficit			Stock			Total

Balances, December 31, 2012		12,844,376	$	128,443	$	14,581,475	$	(11,631,698	)	$	(930,211	)	$	2,148,009

Net loss		-		-		-		(60,239	)		-			(60,239	)

Stock option compensation		-		-		18,221		-			-			18,221

Balances, December 31, 2013		12,844,376		128,443		14,559,696		(11,691,937	)		(930,211	)		2,105,991

Net loss		-		-		-		(29,787	)		-			(29,787	)

Stock option compensation		-		-		14,191		-			-			14,191

Balances, December 31, 2014		12,844,376	$	128,443	$	14,613,887	$	(11,721,724	)	$	(930,211	)	$	2,090,395

The accompanying notes are an integral part of the financial statements

INFORMATION ANALYSIS INCORPORATED

STATEMENTS OF CASH FLOWS

	For the years ended December 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(29,787	)	$	(60,239	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		31,376			25,500
Stock option compensation		14,191			18,221
Bad debt expense		4,376			760
Changes in operating assets and liabilities
Accounts receivable		462,757			(700,470	)
Prepaid expenses and other current assets		(224,990	)		(343,586	)
Accounts payable, accrued payroll and related liabilities, and other accrued liabilities		(489,828	)		464,253
Commissions payable		114,075			96,839
Deferred revenue		234,512			283,058

Net cash provided by (used in) operating activities		116,682			(215,664	)

Cash flows from investing activities:
Acquisition of furniture and equipment		(32,164	)		(39,161	)
Payments received on notes receivable – employees		5,961			5,586
Increase in notes receivable – employees		-			(14,250	)

Net cash used in investing activities		(26,203	)		(47,825	)

Net increase (decrease) in cash and cash equivalents		90,479			(263,489	)

Cash and cash equivalents, beginning of the year		2,359,527			2,623,016

Cash and cash equivalents, end of the year	$	2,450,006		$	2,359,527

Supplemental cash flow information
Interest paid	$	-		$	-

Income taxes paid	$	-		$	-

The accompanying notes are an integral part of the financial statements

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Operations

Information Analysis Incorporated (“the Company”) was incorporated under the corporate laws of the Commonwealth of Virginia in 1979 to develop and market computer applications software systems, programming services, and related software products and automation systems. The Company provides services to customers throughout the United States, with a concentration in the Washington, D.C. metropolitan area.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Revenue Recognition

Revenue on time and materials contracts is recognized based on direct labor hours expended at contract billing rates and adding other billable direct costs.

For fixed-price contracts that are based on unit pricing, the Company recognizes revenue for the number of units delivered in any given reporting period.

For fixed-price contracts in which the Company is paid a specific amount to be available to provide a particular service for a stated period of time, revenue is recognized ratably over the service period. The Company applies this method of revenue recognition to renewals of maintenance contracts on third-party software sales and to separable maintenance elements of sales of third-party software that include fixed terms of maintenance, such as Adobe and Micro Focus software, for which the Company is responsible for “first line support” to the customer and for serving as a liaison between the customer and the third-party maintenance provider for issues the Company is unable to resolve.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies (continued)

inventory risk as suppliers are not obligated to accept returns, 2) the Company has reasonable latitude, within economic constraints, in establishing price, 3) the Company, in its marketing efforts, frequently aids the customer in determining product specifications, 4) the Company has physical loss and inventory risk as title transfers at the shipping point, 5) the Company bears full credit risk, and 6) the amount the Company earns in the transaction is neither a fixed dollar amount nor a fixed percentage. Generally, revenue derived for facilitating a sales transaction of Adobe products in which a customer introduced by the Company makes a purchase directly from the Company’s supplier or another designated reseller is recognized net when the commission payment is received since the Company is merely acting as an agent in these arrangements. Since the Company is not a direct party in the sales transaction, payment by the supplier is the Company’s confirmation that the sale occurred.

Segment Reporting

The Company has concluded that it operates in one business segment, providing products and services to modernize client information systems.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies (continued)

Government Contracts

The Company believes there is minimal risk of an audit by the Defense Contract Audit Agency resulting in a material misstatement of previously reported financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of ninety days or less at the time of purchase to be cash equivalents. Deposits are maintained with a federally insured bank. Balances at times exceed federally insured limits, but management does not consider this to be a significant concentration of credit risk.

Accounts Receivable

Accounts receivable consist of trade accounts receivable and do not bear interest. The Company typically does not require collateral from its customers. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews its allowance for doubtful accounts monthly. Accounts with receivable balances past due over 90 days are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company has recorded an allowance for doubtful accounts of $878 and $0 at December 31, 2014 and 2013, respectively.

On December 18, 2014, the Company’s customer, Binder & Binder – The National Social Security Disability Advocates (NY), LLC and its affiliates (“Binder & Binder”), filed for bankruptcy protection pursuant to Chapter 11 of the bankruptcy code. Revenues from Binder & Binder for the years ended December 31, 2014 and 2013 were $633,844 and $609,425, respectively. On December 31, 2014, the Company was owed $212,069 from Binder & Binder. The Company has not recorded a specific reserve against this receivable in its December 31, 2014, financial statements, as on December 31, 2014, the Company believed that full collection was probable. As of March 20, 2015 the Company has received payments totaling $117,074 related to amounts outstanding at December 31, 2014.

Notes Receivable

The Company has a note receivable and accrued interest from one employee at December 31, 2014. The note bears interest at 3.5% and is payable semi-monthly in 96 installments through March 10, 2017, and had a balance of $8,998 at December 31, 2014. The Company had two notes receivable totaling $14,959 from employees at December 31, 2013. Interest income recognized was not material for all periods presented.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Furniture and fixtures are depreciated over the lesser of the useful life or five years, off-the-shelf software is depreciated over the lesser of three years or the term of the license, custom software is depreciated over the least of five years, the useful life, or the term of the license, and computer equipment is depreciated over three years. Leasehold improvements are amortized over the estimated term of the lease or the estimated life of the improvement, whichever is shorter. Maintenance and minor repairs are charged to operations as incurred. Gains and losses on dispositions are recorded in operations.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies (continued)

Stock-Based Compensation

At December 31, 2014, the Company had the stock-based compensation plans described in Note 9 below. Total compensation expense related to these plans was $14,191 and $18,221 for the years ended December 31, 2014 and 2013, respectively, of which $0 and $526, respectively, related to options awarded to non-employees. The Company estimates the fair value of options granted using a Black-Scholes valuation model to establish the expense. When stock-based compensation is awarded to employees, the expense is recognized ratably over the vesting period. When stock-based compensation is awarded to non-employees, the expense is recognized over the period of performance.

Income Taxes

Deferred tax assets and liabilities are computed based on the difference between the financial statement and tax basis of assets and liabilities and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse. In addition, a valuation allowance is required to be recognized if it is believed more likely than not that a deferred tax asset will not be fully realized. Authoritative guidance prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those positions to be recognized in the financial statements. The Company continually reviews tax laws, regulations and related guidance in order to properly record any uncertain tax liabilities.

Earnings Per Share

The Company’s earnings per share calculations are based upon the weighted average number of shares of common stock outstanding. The dilutive effect of stock options, warrants and other equity instruments are included for purposes of calculating diluted earnings per share, except for periods when the Company reports a net loss, in which case the inclusion of such equity instruments would be antidilutive. 200,745 shares and 10,600 shares representing the dilutive effect of stock options were excluded from diluted earnings per share for the years ended December 31, 2014 and 2013, respectively, due to the net losses reported for the periods.

Concentration of Credit Risk

The Company's prime contracts and subcontracts with agencies of the U.S. federal government accounted for 72% and 85% of the Company's revenues during 2014 and 2013, respectively. The Company has prime contracts with a U.S. federal government agency that accounted for 19% and 16% of the Company’s 2014 and 2013 revenue, respectively. Also, the Company has subcontracts with a company for which work is done for a U.S. federal agency and for a quasi-government agency that account for 10% of the Company’s 2014 revenue and 8% of the 2013 revenue. The Company has a commercial account that accounted for 11% of the 2014 revenue and 8% of the 2013 revenue. The Company has a vendor relationship that produced commission payments that accounted for 13% of the 2014 revenue and 2% of the 2013 revenue.

The Company sold third party software and maintenance contracts under agreements with two major suppliers. These sales accounted for 21% of total revenue in 2014 and 42% of revenue in 2013.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies (continued)

At December 31, 2014, the Company’s accounts receivable included receivables from a U.S. federal agency that represented 29% of the Company’s outstanding accounts receivable, from one company under which we subcontract for services to a local county and a US federal agency that represented 14% of the Company’s outstanding accounts receivable, and from a commercial customer that represented 22% of the Company’s outstanding accounts receivable. At December 31, 2013, the Company’s accounts receivable included receivables from two U.S. federal agencies that represented 11% and 44%, respectively, of the Company’s outstanding accounts receivable and from one company under which we subcontract for services to a local county that represented 11% of the Company’s outstanding accounts receivable.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies that the Company adopts as of the specified effective date.

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 ("Topic 606"), "Revenue from Contracts with Customers." This new standard will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount it expects to receive for those goods and services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates and changes in those estimates. The ASU will be effective for the Company beginning January 1, 2017, and allows for both retrospective and modified-retrospective methods of adoption. The Company is in the process of determining the method of adoption it will elect and is currently assessing the impact of this ASU on its financial statements and footnote disclosures.

In June 2014, the FASB issued ASU 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period—a consensus of the FASB Emerging Issues Task Force" ("ASU 2014-12"). ASU 2014-12 clarifies that performance targets associated with stock compensation should be treated as a performance condition and should not be reflected in the grant date fair value of the stock award. The amendments will be effective for the Company for fiscal years that begin after December 15, 2015. The Company will apply the guidance to all stock awards granted or modified after the amendments are effective. The Company does not expect these amendments to have a material effect on its financial statements.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40: Disclosure about an Entity's Ability to Continue as a Going Concern." The amendment establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The amendment also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity's ability to continue as a going concern. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016. The new guidance is not expected to have an impact on the Company's financial position, results of operations or cash flows.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

2. Receivables

Accounts receivable at December 31, 2014 and 2013, consist of the following:

	2014			2013
Billed-federal government	$	758,818		$	1,197,454
Billed-commercial and other		212,324			214,653
Total billed		971,142			1,412,107
Unbilled		357			25,647
Allowance for doubtful accounts		(878	)		-
Accounts receivable, net	$	970,621		$	1,437,754

Billed receivables from the federal government include amounts due from both prime contracts and subcontracts where the federal government is the end customer. Unbilled receivables are for services provided through the balance sheet date that are expected to be billed and collected within one year.

3. Fair Value Measurements

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

	●	Level 1—Quoted prices in active markets for identical assets or liabilities;

	●	Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

	●	Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the fair value hierarchy for our financial assets (cash equivalents) measured at fair value on a recurring basis as of December 31, 2014 and 2013:

	Level 1		Level 2		Level 3
December 31, 2014
Money market funds	$	1,766,121	$	-	$	-
Total	$	1,766,121	$	-	$	-

December 31, 2013
Money market funds	$	2,010,937	$	-	$	-
Total	$	2,010,937	$	-	$	-

Money market funds are highly liquid investments. The pricing information on these investment instruments are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

3. Fair Value Measurements (continued)

The carrying amount of financial instruments such as accounts receivable, accounts payable, and accrued liabilities approximate the related fair value due to the short-term maturities of these instruments. The carrying amount of notes receivable approximate fair value based on interest rates currently available.

4. Fixed Assets

A summary of fixed assets and equipment at December 31, 2014 and 2013, consist of the following:

	2014			2013
Furniture and equipment	$	110,042		$	105,159
Computer equipment and software		292,811			265,529
Subtotal		402,853			370,688
Less: accumulated depreciation and amortization		(349,178	)		(317,801	)
Total	$	53,675		$	52,887

Depreciation and amortization expense for the years ended December 31, 2014 and 2013, was $31,376 and $25,500, respectively.

5. Revolving Line of Credit

On December 20, 2005, the Company entered into a revolving line of credit agreement with TD Bank providing for demand or short-term borrowings up to $1,000,000. The credit agreement includes an interest rate indexed to 3.00% above the British Bankers’ Association London Interbank Offered Rate (“BBA LIBOR”). Notice that the line of credit has been renewed was received on March 18, 2015. , and it will next expire on May 31, 2016. The draws against the line are limited by varying percentages of the Company’s eligible accounts receivable. The draw limit at December 31, 2014 was $659,955. The bank is granted a security interest in all company assets if there are borrowings under the line of credit. Interest on outstanding balances is payable monthly. The effective rate at December 31, 2014 was 3.16%. At December 31, 2013, the effective rate was 3.16%.

The bank has a first priority security interest in the Company’s receivables and a direct assignment of its U.S. federal government contracts. Under the line of credit agreement, the Company is bound by certain covenants, including maintaining a minimum tangible net worth and producing a number of periodic financial reports for the benefit of the bank. As of December 31, 2014, the Company was not in compliance with the positive net income covenant. The Company was granted a waiver for failing to meet its positive net income covenant. The positive net income covenant was dropped in the renewal in favor of a minimum tangible net worth covenant. There was no outstanding balance on the line of credit at December 31, 2014 or 2013.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

6. Commitments and Contingencies

Operating Leases

The Company leases facilities under long-term operating lease agreements through May 2017. Rent expense was $99,994 and $95,297 for the years ended December 31, 2014 and 2013, respectively.

The future minimum rental payments to be made under long-term operating leases are as follows:

Year ending December 31,:	2015	$	102,232
	2016		105,299
	2017		44,414
Total minimum rent payments		$	251,945

The above minimum lease payments reflect the base rent under the lease agreements. However, these base rents can be adjusted each year to reflect the Company’s proportionate share of increases in the building’s operating costs and the Company’s proportionate share of real estate tax increases on the leased property.

7. Income Taxes

The tax effects of significant temporary differences representing deferred tax assets at December 31, 2014 and 2013, are as follows:

	2014			2013
Deferred tax assets:
Net operating loss carryforward	$	5,468,700		$	5,514,100
Accrued vacation and commissions		379,500			334,200
Fixed assets		48,100			46,400
Allowance for doubtful accounts		300			-
AMT tax credit carryforward		600			3,600
Other		8,800			8,500
Subtotal		5,906,000			5,906,800
Valuation allowance		(5,906,000	)		(5,906,800	)
Total	$	-		$	-

The provision for income taxes is at an effective rate different from the federal statutory rate due principally to the following:

	December 31,
	2014			2013
Loss before taxes	$	(29,787	)	$	(60,239	)
Income tax benefit on above amount at federal statutory rate		(10,100	)		(20,500	)
State income tax (benefit) expense, net of federal (benefit) expense		(1,200	)		(2,400	)
Permanent differences		8,500			9,300
Other		3,700			(15,000	)
Change in valuation allowance		(900	)		28,600
Provision for income taxes	$	-		$	-

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

7. Income Taxes (continued)

Income tax expense for the years ended December 31, 2014 and 2013 consists of the following:

	December 31,
Current income taxes	2014		2013
Federal	$	-	$	4,100
State		-		500
Alternative minimum tax		-		-
Benefit from utilization of net operating losses		-		(4,600	)
		-		-
Deferred taxes		-		-
	$	-	$	-

The Company has recorded a valuation allowance to the full extent of its currently available net deferred tax assets which the Company determined to be not more-likely-than-not realizable. The Company has net operating loss carryforwards of approximately $14.6 million, which expire, if unused, between the years 2017 and 2029.

The Company may have been deemed to have experienced changes in ownership which may impose limitations on its ability to utilize net operating loss carryforwards under Section 382 of the Internal Revenue Code. However, as the deferred tax asset is fully offset by a valuation allowance, the Company has not yet conducted a Section 382 study to determine the extent of any such limitations.

The Company has analyzed its income tax positions using the criteria required by U.S. GAAP and concluded that as of December 31, 2014 and 2013, it has no material uncertain tax positions and no interest or penalties have been accrued. The Company has elected to recognize any estimated penalties and interest on its income tax liabilities as a component of its provision for income taxes.

The income tax returns of the Company for 2011, 2012, and 2013 are subject to examination by income taxing authorities, generally for three years after each was filed.

8. Retirement Plans

The Company has a Cash or Deferred Arrangement Agreement (“CODA”), which satisfies the requirements of Section 401(k) of the Internal Revenue Code. This defined contribution retirement plan covers substantially all employees. Participants can elect to have up to the maximum percentage allowable of their salaries reduced and contributed to the plan. The Company may make matching contributions equal to a discretionary percentage of the participants’ elective deferrals. In 2014 and in 2013, the Company matched 25% of the first 6% of the participants’ elective deferrals. The balance of funds forfeited by former employees from unvested employer matching contribution accounts may be used to offset current and future employer matching contributions. The Company may also make additional contributions to all eligible employees at its discretion. The Company did not make additional contributions during 2014 or 2013. Expenses for matching contributions for the years ended December 31, 2014 and 2013 were $15,634 and $26,648, respectively.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

9. Stock Options and Warrants

The Company granted stock options to certain employees under two plans. The 1996 Stock Option Plan was adopted in 1996 (“1996 Plan”) and had options granted under it through May 29, 2006. In 2006, the Board of Directors approved and the shareholders ratified the 2006 Stock Incentive Plan (“2006 Plan”).

The Company recognizes compensation costs only for those shares expected to vest on a straight-line basis over the requisite service period of the awards. Generally such options vest over periods of six months to two years. The fair values of option awards granted in 2014 and 2013 were estimated using the Black-Sholes option pricing model under the following assumptions:

	2014	2013
Risk free interest rate	1.52% - 1.78%	0.70% - 2.65%
Dividend yield	0%	0%
Expected term	5 years	5-10 years
Expected volatility	40.7 – 47.3%	51.5 – 62.8%

2006 Stock Incentive Plan

The 2006 Plan became effective May 18, 2006, and expires May 17, 2016. The 2006 Plan provides for the granting of equity awards to key employees, including officers and directors. The maximum number of shares for which equity awards may be granted under the 2006 Plan is 1,950,000. Options under the 2006 Plan expire no later than ten years from the date of grant or when employment ceases, whichever comes first, and vest over periods determined by the Board of Directors. The exercise price of each option equals the quoted market price of the Company’s stock on the date of grant.

1996 Stock Option Plan

The 1996 Plan provided for the granting of options to purchase shares of our common stock to key employees, including officers and directors. The maximum number of shares for which options could be granted under the 1996 Plan was 3,075,000. Options expire no later than ten years from the date of grant or when employment ceases, whichever comes first, and vest over periods determined by the Board of Directors. There were 113,000 unexpired exercisable options remaining from the 1996 Plan at December 31, 2014 and 2013.

The status of the options issued under the foregoing option plans as of December 31, 2014, and changes during the years ended December 31, 2014 and 2013, were as follows:

	Options outstanding
	Number of shares		Weighted average exercise price per share
Balance at December 31, 2012		1,032,500	$	0.29
Options granted		409,000		0.15
Options expired or forfeited		254,500		0.21
Balance at December 31, 2013		1,187,000		0.26
Options granted		80,000		0.16
Options exercised, expired or forfeited		3,000		0.11
Balance at December 31, 2014		1,264,000	$	0.26

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

9. Stock Options and Warrants (continued)

The following table summarizes information about options at December 31, 2014:

Options outstanding								Options exercisable
Total shares		Weighted average exercise price		Weighted average remaining contractual life in years		Aggregate intrinsic value		Total shares		Weighted average exercise price		Weighted average remaining contractual life in years		Aggregate intrinsic value
	1,264,000	$	0.26		5.54	$	26,488		1,054,500	$	0.28		4.83	$	18,902

Nonvested stock awards as of December 31, 2014 and changes during the year ended December 31, 2014, were as follows:

	Nonvested
	Number of shares		Weighted average grant date fair value
Balance at December 31, 2013		431,250	$	0.08
Granted		80,000		0.06
Vested		301,750		0.08
Balance at December 31, 2014		209,500		0.07

As of December 31, 2014 and 2013, unrecognized compensation cost associated with non-vested share based employee and non-employee compensation totaled $7,672 and $16,723, respectively, which is expected to be recognized over a weighted average period of 7 months and 7 months, respectively.

INFORMATION ANALYSIS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

10. Earnings Per Share

Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, except for periods when the Company reports a net loss because the inclusion of such items would be antidilutive.

The following is a reconciliation of the amounts used in calculating basic and diluted net loss per common share.

	Net Loss			Shares		Per Share Amount
Basic net loss per common share for the year ended December 31, 2014:
Income available to common stockholders	$	( 29,787	)		11,201,760	$	( 0.00	)
Effect of dilutive stock options					-		-
Diluted net loss per common share for the year ended December 31, 2014:	$	( 29,787	)		11,201,760	$	(0.00	)

Basic net loss per common share for the year ended December 31, 2013:
Income available to common stockholders	$	( 60,239	)		11,201,760	$	( 0.01	)
Effect of dilutive stock options					-		-
Diluted net loss per common share for the year ended December 31, 2013:	$	( 60,239	)		11,201,760	$	(0.01	)

11. Financial Statement Captions

The following table summarizes the Company’s prepaid expenses and other current assets as of December 31, 2014 and 2013:

	2014		2013
Deferred costs of software sales	$	733,636	$	493,242
Prepaid rent		8,373		8,129
Prepaid insurance		1,528		16,527
Other		16,445		17,094

Total	$	759,982	$	534,992

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

n/a

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Office and Chief Financial Officer, and people performing similar functions, has evaluated the effectiveness of the design and operation of our controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period reported in this annual report (the “Evaluation Date”). Based upon this evaluation, our Chief Executive Office and Chief Financial Officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information required to be disclosed was accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of the Evaluation Date, based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our internal control over financial reporting was effective as of the Evaluation Date.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm.

This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of Information Analysis Incorporated, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

(The information required by this Item is incorporated by reference from the corresponding sections and subsections of our Definitive Proxy Statement to be filed pursuant to Section 14(a) of the Exchange Act with respect to our 2015 Annual Meeting of Stockholders.)

Item 11. Executive Compensation.

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

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

Item 14. Principal Accounting Fees and Services.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)	(1) Financial Statements

(as presented in Item 8 of this Annual Report)

		Page
Report of Independent Registered Public Accounting Firm		20

Balance Sheets as of December 31, 2014 and 2013		21

Statements of Operations and Comprehensive Loss for the years ended December 31, 2014 and 2013		22

Statements of Changes in Stockholders' Equity for the years ended December 31, 2014 and 2013		23

Statements of Cash Flows for the years ended December 31, 2014 and 2013		24

Notes to Financial Statements		25

Signatures

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

	INFORMATION ANALYSIS INCORPORATED
	(Registrant)

March 20, 2015	By:	/s/ Sandor Rosenberg
		Sandor Rosenberg, President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sandor Rosenberg and Richard S. DeRose, jointly and severally, his attorney-in-fact, each with the full power of substitution, for such person, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might do or could do in person hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute, may do or cause to be done by virtue hereof.

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

Signature	Title	Date

/s/ Sandor Rosenberg	Chairman of the Board, Chief	March 20, 2015
Sandor Rosenberg	Executive Officer and President

/s/ Charles A. May, Jr.	Director	March 20, 2015
Charles A. May, Jr.

/s/ William Pickle	Director	March 20, 2015
William Pickle

/s/ Bonnie K. Wachtel	Director	March 20, 2015
Bonnie K. Wachtel

/s/ James D. Wester	Director	March 20, 2015
James D. Wester

/s/ Richard S. DeRose	Chief Financial Officer,	March 20, 2015
Richard S. DeRose	Secretary and Treasurer

/s/ Matthew T. Sands	Controller	March 20, 2015
Matthew T. Sands

Exhibit Index

Exhibit No.	Description	Location

3.1	Amended and Restated Articles of Incorporation effective March 18, 1997	Incorporated by reference from the Registrant’s Form 10-KSB/A for the fiscal year ending December 31, 1996 and filed on July 3, 1997

3.2	Articles of Amendment to the Articles of Incorporation	Incorporated by reference from the Registrant’s Form 10-KSB/A for the fiscal year ending December 31, 1997 and filed on March 30, 1998

3.3	Amended By-Laws of the Company	Incorporated by reference from the Registrant’s Form S-18 dated November 20, 1986 (Commission File No. 33-9390).

4.1	Copy of Stock Certificate	Incorporated by reference from the Registrant’s Form 10-KSB/A for the fiscal year ending December 31, 1997 and filed on March 30, 1998

10.1	Office Lease for 18,280 square feet at 11240 Waples Mill Road, Fairfax, Virginia 22030.	Incorporated by reference from the Registrant’s Form 10-KSB/A for the fiscal year ending December 31, 1996 and filed on July 3, 1997

10.2	Company’s 401(k) Profit Sharing Plan through Aetna Life Insurance and Annuity Company (now ING).	Incorporated by reference from the Registrant’s Form 10-KSB/A for the fiscal year ending December 31, 1996 and filed on July 3, 1997

10.3	1996 Stock Option Plan	Incorporated by reference from the Registrant’s Form S-8 filed on June 25, 1996

10.4	Second Modification of Lease, dated February 10, 2004, to 4,434 square feet at 11240 Waples Mill Road, Fairfax, Virginia 22030	Incorporated by reference from the Registrant’s Form 10-KSB for the period ended December 31, 2003, and filed on March 30, 2004

10.5	Termination and/or change in control arrangement for Richard S. DeRose dated June 18, 1997	Incorporated by reference from the Registrant’s Form 10-KSB for the year ended December 31, 2004, and filed on March 30, 2005

10.6	Line of Credit Agreement with TD Bank, N.A. (formerly Commerce Bank, N.A.)	Incorporated by reference from the Registrant’s Form 10-KSB for the year ended December 31, 2005, and filed on March 31, 2006

10.7	Information Analysis Incorporated 2006 Stock Incentive Plan	Incorporated by reference from the Registrant’s definitive proxy statement on Schedule 14A filed on April 19, 2006

10.8	Modification Agreement regarding Line of Credit Agreement with TD Bank, N.A., successor to Commerce Bank, N.A., dated July 18, 2008.	Incorporated by reference from the Registrant’s Form 10-K for the period ended December 31, 2008, and filed on March 31, 2009

10.9	Modification Agreement regarding Line of Credit Agreement with TD Bank, N.A., successor to Commerce Bank, N.A., dated December 29, 2009.	Incorporated by reference from the Registrant’s Form 10-K for the period ended December 31, 2009, and filed on March 31, 2010

10.10	Modification Agreement regarding Line of Credit Agreement with TD Bank, N.A., successor to Commerce Bank, N.A., dated November 30, 2012.	Incorporated by reference from the Registrant’s Form 10-K for the period ended December 31, 2012, and filed on March 29, 2013

10.11	Fifth Modification of Lease, dated February 6, 2013, to extend term of lease four years.	Incorporated by reference from the Registrant’s Form 10-K for the period ended December 31, 2012, and filed on March 29, 2013

10.12	Modification Agreement regarding Line of Credit Agreement with TD Bank, N.A., successor to Commerce Bank, N.A., dated November 26, 2013.	Incorporated by reference from the Registrant’s Form 10-K for the period ended December 31, 2013, and filed on March 31, 2014

23.1	Consent of Independent Registered Public Accounting Firm, CohnReznick LLP	Filed with this Form 10-K

31.1	Rule 13a-14(a) / 15a-14(a) Certification by Chief Executive Officer	Filed with this Form 10-K

31.2	Rule 13a-14(a) / 15a-14(a) Certification by Chief Financial Officer	Filed with this Form 10-K

32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed with this Form 10-K

32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed with this Form 10-K