8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported): 05/16/2005

INFORMATION ANALYSIS INC

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-22405

VA	54-1167364
(State or Other Jurisdiction Of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

11240 Waples Mill Rd Ste 201

Fairfax, VA 22030

(Address of Principal Executive Offices, Including Zip Code)

703-383-3000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items to be Included in this Report

Item 2.02. Results of Operations and Financial Condition

On May 16, 2005, Information Analysis Incorporated issued a press release reporting earnings and other financial results for its first quarter 2005. A copy of this press release, captioned “Information Analysis, Inc. Reports First Quarter Profit”, is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1     Press Release dated May 16, 2005, captioned:     “Information Analysis, Inc. Reports First Quarter Profit”

Signature(s)

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

	INFORMATION ANALYSIS INCORPORATED
Date: May 16, 2005.	By:	/s/ Matthew T. Sands
		Matthew T. Sands
		Controller

Exhibit Index

Exhibit No.	Description
EX-99.1	IAI Press Release dated May 16, 2005, captioned: “Information Analysis, Inc. Reports First Quarter Profit”

EX-99.1

Exhibit 99.1

For additional information contact:

Richard S. DeRose (703) 293-7901

For release:

May 16, 2005 at 9:00 a.m.

Information Analysis, Inc. Reports First Quarter Profit

FAIRFAX, VIRGINIA – Information Analysis, Inc. (IAIC:OTCBB) today reported results for the first fiscal quarter ended March 31, 2005. Revenues were $2,187,000, up 3.4% from the $2,116,000 reported in 2004’s first quarter. The Company reported net income of $72,301, or $0.01 per share, compared to a profit of $53,341, or $0.01per share, in 2004’s first quarter.

“The Company attributes the improvement in the first quarter in comparison to the first quarter of 2004 to continued sales success and increased margins,” Sandor Rosenberg, Chairman and Chief Executive Officer of IAI said. “We are pleased with the results of the first quarter. The Company has continued to perform in a profitable manner and it is our expectation that this trend will continue into the future.

“We are actively pursuing the conversion and system modernization business through our business partners and sales prospects. Business opportunities in the area of Adobe and Web applications remain strong. A number of our pipeline opportunities have just been awarded, which should increase revenue for subsequent quarters.

“We still are in merger and acquisition discussions with a number of firms.”

About Information Analysis Incorporated

Information Analysis Incorporated (www.infoa.com), headquartered in Fairfax, Virginia, is an information technology services company. The Company is a web solution provider and software conversion specialist, modernizing legacy systems and extending their reach to the Internet world.

Additional information for investors

This release may contain forward-looking statements regarding the Company’s business, customer prospects, or other factors that may affect future earnings or financial results. 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 in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and in other filings with the Securities and Exchange Commission.

—  more  —

Information Analysis Reports First Quarter Results

May 16, 2005

Page 2 of 3

Information Analysis Incorporated

Condensed Consolidated Income Statements

	Three months ended March 31,
(in thousands, except per share data; unaudited)	2005			2004
Net revenue:
Professional fees	$	2,115		$	1,990
Software sales		72			126
Total revenue		2,187			2,116
Cost of goods sold and services provided:
Cost of professional fees		1,682			1,661
Cost of software sales		41			66
Total cost of sales		1,723			1,727
Gross margin		464			389
Operating expenses:
Sales, general and administrative		388			328
Total operating expenses		388			328
Operating income (loss)		76			61
Other income (expense)		(4	)		(8	)
Income (loss) before income taxes		72			53
Provision for income taxes		—			—
Net income (loss)	$	72		$	53
Net income (loss) per share:
Basic	$	0.01		$	0.01
Diluted	$	0.01		$	0.01
Shares used in calculating earnings per share:
Basic		10,283,515			10,283,515
Diluted		11,078,563			10,944,470

—  more  —

Information Analysis Reports First Quarter Results

May 16, 2005

Page 3 of 3

Information Analysis Incorporated and Subsidiaries

Consolidated Balance Sheets

	As of: March 31, 2005			As of: December 31, 2004
	(unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	116
Accounts receivable, net		2,112			2,170
Note receivable		85			85
Prepaid expenses		76			47
Other receivables		3			7
Total current assets		2,276			2,425
Fixed assets, net		46			35
Investments		3			3
Other assets		7			7
Total assets	$	2,332		$	2,470
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,250		$	1,567
Accrued payroll and related payroll items		277			277
Revolving line of credit		220			219
Notes payable		125			125
Other accrued liabilities		106			65
Deferred revenue		102			84
Bank Overdraft		32			—
Total liabilities		2,113			2,337
Common stock, par value $0.01, 30,000,000 shares authorized; 11,788,126 shares issued, 10,283,515 outstanding at March 31, 2005 and December 31, 2004		118			118
Additional paid in capital		14,136			14,122
Accumulated deficit		(13,171	)		(13,244	)
Accumulated other comprehensive income		(9	)		(9	)
Less treasury stock; 1,504,611 shares at cost		(854	)		(854	)
Total stockholders’ equity		220			133
Total liabilities and stockholders’ equity	$	2,332		$	2,470