Ias Energy (IASCA) 10QSB/A 2003 Q3 Quarterly report (small business) (amended)

S. Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-QSB
Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter endedJanuary 31, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to _______________________

Commission File No.0-21255

          IAS Communications, Inc.          
(Name of Small Business Issuer in its Charter)

Oregon	91-1063549
(State or Other Jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No)

1103-11871 Horseshoe Way
          Richmond, BC V7A 5H5 Canada           

(Address of Principal Executive Offices)

          (604) 278-5996          

Issuer's Telephone Number

_______________________

(Former Name or Former Address, if changed since last Report)

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1)     Yes     X      No           (2)    Yes     X       No       

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not applicable

(APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

March 7, 2003

Common – 34,299,312 shares

DOCUMENTS INCORPORATED BY REFERENCE

A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report.

Transitional Small Business Issuer Format         Yes               No       X  

INDEX

Part I - Financial Information

Item 1.	Financial Statements	Page
	Balance Sheets	F-1
	Statements of Operations	F-2
	Statements of Cash Flows	F-3
	Schedule of Expenses	F-4
	Notes to the Financial Statements	F-5
Item 2.	Management's Discussion and Analysis or Plan of Operation	F-12
PART II - Other Information		F-13
SIGNATURES		F-14

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Company.

IAS Communications, Inc.
(A Development Stage Company)
Interim Financial Statements
January 31, 2003
(unaudited)

IAS Communications, Inc.
(A Development Stage Company)
Balance Sheets

			January 31,		April 30,
			2003		2002
			(unaudited)		(audited)
			$		$
Assets
Current Assets
Cash			130		-
Prepaid expenses and other current assets			-		3,541
Total Current Assets			130		3,541
Property, Plant and Equipment (Note 3)			1,307		1,822
Total Assets			1,437		5,363
Liabilities and Stockholders’ Deficit
Current Liabilities
Cheques issued in excess of funds on deposit			-		6,771
Accounts payable			487,839		485,700
Accrued liabilities (Note 6(d))			92,805		93,839
Due to related parties (Note 7)			126,172		781,405
Convertible debentures (Note 5)			25,000		25,000
Total Current Liabilities			731,816		1,392,715
Commitments and Contingencies (Notes 1 and 8)
Stockholders’ Deficit
Preferred Stock	50,000,000 shares authorized; none issued		-		-
Common Stock (Note 6)
Class “A” voting	–	100,000,000 shares authorized without par value; 34,299,312 and 11,600,645 shares issued and outstanding respectively	5,642,565		4,961,605
		Paid for but unissued 959,250 shares	191,850		191,850
Class “B” non-voting	–	100,000,000 shares authorized without par value; none issued	-		-
Stock Based Compensation			9,533		-
Deficit Accumulated During the Development Stage			(6,574,327	)	(6,540,807	)
Total Stockholders’ Deficit			(730,379	)	(1,387,352	)
Total Stockholders’ Deficit and Liabilities			1,437		5,363

F-1

(The accompanying notes are an integral part of these financial statements)

IAS Communications, Inc.
(A Development Stage Company)
Statements of Operations
(unaudited)

	Accumulated from
	December 13, 1994		Three months ended				Nine months ended
	(Date of Inception)		January 31,				January 31,
	to January 31, 2003		2003		2002		2003		2002
	$		$		$		$		$
Revenue	61,453		-		51		-		3,094
Cost of Sales	28,787		-		-		-		1,392
Gross Profit	32,706		-		51		-		1,702
Expenses (Schedule)
General and Administration	3,374,633		9,575		31,342		30,520		111,023
Selling and Marketing	62,972		-		-		-		-
Research and Development	2,713,471		3,000		14,465		3,000		60,240
Assets written down	455,957		-		-		-		-
Total Expenses	6,607,033		12,575		45,807		33,520		171,263
Net Loss	(6,574,327	)	(12,575	)	(45,756	)	(33,520	)	(169,561	)
Net Loss Per Share			-		(.02	)	-		(.06	)
Weighted Average Shares
Outstanding			30,516,000		11,601,000		33,038,000		11,601,000

(Diluted loss per share has not been presented as the result is anti-dilutive.)

F-2

(The accompanying notes are an integral part of these financial statements)

IAS Communications, Inc.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)

	Nine months ended
	January 31,
	2003		2002
	$		$
Cash Flows to Operating Activities
Net loss	(33,520	)	(169,561	)
Adjustments to reconcile net loss to cash
Depreciation and amortization	516		31,435
Shares issued/to be issued for services	9,533		-
Change in non-cash working capital items
Decrease in prepaid expenses and other current assets	3,541		61,395
Decrease (increase) in inventory	-		969
Increase (decrease) in accounts payable and accrued liabilities	(1,102	)	(6,921	)
Net Cash Used in Operating Activities	(18,828	)	(82,683	)
Cash Flows to Investing Activities		��
Increase in capital assets	-		(10,460	)
Increase in patent protection costs	-		(7,240	)
Net Cash Used in Investing Activities	-		(17,700	)
Cash Flows from Financing Activities
Increase in subscriptions for common shares	-		33,000
Advances from related parties	25,729		75,484
Net Cash Provided by Financing Activities	25,729		108,484
Increase in Cash	6,901		8,101
Cash (Deficiency) – Beginning of Period	(6,771	)	(7,878	)
Cash (Deficiency) – End of Period	130		223
Non-Cash Financing Activities
Shares issued to settle debt (Note 7)	680,960		-
Supplemental disclosures:
Interest paid with cash	875		-
Income tax paid with cash	-		-

F-3

(The accompanying notes are an integral part of these financial statements)

IAS Communications, Inc.
(A Development Stage Company)
Schedule of Expenses
(unaudited)

	Accumulated from
	December 13, 1994		Three months ended			Nine months ended
	(Date of Inception)		January 31,			January 31,
	to January 31, 2003		2003		2002	2003	2002
	$		$		$	$	$
Expenses
General and Administration
Bank charges	7,988		93		267	310	844
Business plan	55,429		-		-	-	-
Bad Debt	1,250		-		-	-	-
Debenture financing fees	49,199		-		-	-	-
Depreciation	17,633		172		1,304	516	3,914
Foreign exchange	924		196		335	924	135
Interest on convertible debentures	47,522		547		1,422	1,641	2,516
Investor relations – publications	383,594		467		-	467	-
Investor relations – consulting	640,023		300		4,412	300	4,784
Management fees	337,500		-		7,500	-	22,500
Office, postage and courier	191,684		86		597	86	5,765
Premium on cash redemption of
convertible debentures	29,790		-		-	-	-
Professional fees	971,889		8,336		6,334	23,862	48,377
Rent and secretarial	336,946		-		6,650	-	17,300
Telephone and utilities	98,157		-		1,764	-	3,787
Transfer agent and regulatory	91,578		(622	)	368	2,414	712
Travel and promotion	149,315		-		389	-	389
Less interest income	(16,494	)	-		-	-	-
	3,374,633		9,575		31,342	30,520	111,023
Selling and Marketing
Advertising	62,972		-		-	-	-
Research and Development
Royalty	26,500		3,000		3,000	3,000	4,500
Consulting	627,913		-		3,605	-	22,406
Depreciation and amortization	170,169		-		7,869	-	27,520
Market awareness and development	60,000		-		-	-	-
Subcontracts	2,396,388		-		-	-	5,814
Less contributions by a joint venture
partner	(363,718	)	-		-	-	-
Less engineering contributions by
licensees	(203,781	)	-		-	-	-
	2,713,471		3,000		14,465	3,000	60,240
Assets written-down
Write down of inventory	28,615		-		-	-	-
Write down of capital assets	22,794		-		-	-	-
Write down of license and patent
protection costs	404,548		-		-	-	-
	455,957		-		-	-	-

F-4

(The accompanying notes are an integral part of these financial statements)

IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in US dollars)

1.	Development Stage Company IAS Communications, Inc., herein “the Company”, was incorporated on December 13, 1994 pursuant to the Laws of the State of Oregon, USA. The Company is a development stage company engaged in the commercialization of advanced antenna technology known as the Contrawound Toroidal Helical Antenna, herein “CTHA”, for wireless communications markets including cellular, meter reading and global positioning services. The CTHA, developed in conjunction with researchers at West Virginia University, is a technologically advanced antenna design which can be incorporated into a wide variety of telecommunications applications. The Company has been granted worldwide sublicensing rights for commercial applications, excluding military and governmental applications, for the CTHA pursuant to an agreement with Integral Concepts Inc. and West Virginia University Research Corporation. See Note 8(a) for legal proceedings regarding underlying patents. In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not yet produced significant revenues and the Company has suffered recurring losses from inception, totalling $6,574,327 and has a working capital deficit of $731,686 which was reduced by the issuance of 22,698,667 Class A common shares at $0.03 per share to settle debt to related parties in the amount $680,960. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing, develop additional markets for its products, identify additional licensees and receive ongoing support from the majority of its creditors and affiliates. Pursuant to an amended private placement which closed on May 31, 2002 the Company raised $191,850 and will issue 959,250 units at $0.20 per unit. Each unit, when issued, will consist of one common share and one share purchase warrant exercisable within one year from receipt of subscription proceeds at $0.25 per share. The Company may also raise additional funds through the exercise of warrants and stock options, if exercised. Options with respect to 2,300,000 shares may be exercised for potential proceeds of $260,000. These options are currently not in-the-money and are unlikely to be currently exercised. The Company, after raising $191,850, will require significant additional capital to provide sufficient working capital to carry out their business plan for the next twelve months.
2.	Summary of Significant Accounting Policies
	(a)	Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 periods. Actual results could differ from those estimates.
	(b)	Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

F-5

IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)
	(c)	Comprehensive Income SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at October 31, 2002, the Company has no items that represent comprehensive income and, therefore, has not included a schedule of comprehensive income in the financial statements.
	(d)	Recent Accounting Pronouncements On June 29, 2001, SFAS No. 141, “Business Combinations,” was approved by the Financial Accounting Standards Board (“FASB”). SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Goodwill and certain intangible assets will remain on the balance sheet and not be amortized. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets must be tested for impairment, and write-downs may be necessary. The Company implemented SFAS No. 141 on July 1, 2001 and its impact is not expected to be material on its financial position or results of operations. On June 29, 2001, SFAS No. 142, “Goodwill and Other Intangible Assets,” was approved by FASB. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. SFAS No. 142 requires that the purchase method of accounting be used for all business combinations initiated after December 15, 2001. Amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. The Company adopted SFAS No. 142 on May 1, 2002 and its impact is not expected to have a material effect on its financial position or results of operations. In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligation.” SFAS No. 143 is effective for fiscal years beginning after June 15, 2002, and will require companies to record a liability for asset retirement obligations in the period in which they are incurred, which typically could be upon completion or shortly thereafter. The FASB decided to limit the scope to legal obligations and the liability will be recorded at fair value. The effect of adoption of this standard on the Company’s results of operations and financial positions is being evaluated. In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. It provides a single accounting model for long-lived assets to be disposed of and replaces SFAS No. 121 “Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.” The Company adopted SFAS No. 144 on May 1, 2002. The effect of adoption of this standard on the Company’s results of operations and financial position is not expected to be material. In June, 2002, FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company will adopt SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company’s results of operations and financial position is being evaluated. FASB has also issued SFAS No. 145 and 147 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company’s operations have not been disclosed.

F-6

IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in US dollars)

3. Property, Plant and Equipment

			January 31,	April 30,
			2003	2002
		Accumulated	Net Carrying	Net Carrying
	Cost	Amortization	Value	Value
	$	$	$	$
			(unaudited)	(audited)
Computer and office equipment	3,441	2,134	1,307	1,650

4.	License and Patent Protection Costs In fiscal 2002 management evaluated the carrying value of its license and patents and determined that the carrying value be written-off to operations. The determining factors were based on the ability of the Company to commercially exploit the product, lack of profitability projections and future cash flows. The Company’s sublicence is exclusive, covering any and all international markets but excludes all military and governmental applications and resulting procurement interests. All improvements and embodiments that are created as a result of these military applications and additional research and development efforts will be transferred directly to the Company. The terms of the sublicence agreement are as follows:
	(i)	The Company will pay a minimum annual royalty of $3,000 on or before December 31 of each year.
	(ii)	The Company will pay an earned royalty on sales, leases or sublicences of the CTHA of 10% of net revenues less a credit for the minimum annual royalty. Revenues below that of the minimum annual royalty have been earned to April 30, 2002.
	(iii)	The Company will pay an earned royalty on sales, leases or sublicenses of the CTHA of 3% of gross revenues. As amended on March 4, 1997, it was agreed to reduce the amount of royalties to be paid by 50% in an amount not to exceed $5,000,000 for up to three years.
	All royalties are payable within 30 days of each calendar quarter. The term of the original licence agreement and the sublicence agreement, subject to compliance with the terms thereof, is perpetual and renewable annually.
5.	Convertible Debentures The Company offered three year, 8¾% interest, convertible debentures. Interest is due annually. The remaining $35,000 of such debentures were convertible into Class “A” shares at $3.50 on June 15, 2000. In the event the shares traded below $4.00 per share over a ten-day average prior to exercising into shares of the Company during November 16, 2000 to December 16, 2000, the convertible debentures were to be exercisable at 20% below the said ten-day average. The original maturity date was June 15, 2000 which was extended to December 15, 2000. Debentures totalling $10,000 were converted during the fiscal 2001 by issuing 12,358 shares at $0.81 per share. The Company plans to offer the debenture holder an additional extension on the maturity date or convert the debenture into shares.

F-7

IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in US dollars)

6.	Common Stock
	(a)	Stock Option Plan The Company has a Stock Option Plan to issue up to 2,500,000 Class “A” common shares to certain key directors and employees, approved and registered October 2, 1996, as amended. Pursuant to the Stock Option Plan the Company has granted stock options to certain directors and employees. The options are granted for current services provided to the Company. Statement of Financial Accounting Standards No. 123 ("SFAS 123") requires that an enterprise recognize, or at its option, disclose the impact of the fair value of stock options and other forms of stock based compensation in the determination of income. The Company has elected under SFAS 123 to continue to measure compensation costs on the intrinsic value basis set out in APB Opinion No. 25. As stock options are granted at exercise prices based on the market price of the Company’s shares at the date of grant, no compensation cost is recognized. However, under SFAS 123, the impact on net income and income per share of the fair value of stock options must be measured and disclosed on a fair value based method on a pro forma basis. As performance stock for non-employees is issued for services rendered, the fair value of the shares issued is recorded as compensation cost, at the date the shares are issued, based on a discounted average trading price of the Company’s stock as quoted on the Over The Counter Bulletin Board. The fair value of the employee’s purchase rights, pursuant to stock options, under SFAS 123, was estimated using the Black-Scholes model. The weighted average number of shares under option and option price for the period ended January 31, 2003 is as follows:

	Class “A”
	Common		Weighted	Weighted
	Shares		Average	Average
	Under		Option	Remaining Life
	Option		Price	of Options
	#		$	(Months)
Beginning of period - April 30, 2002	1,350,000		.20	52
Granted	1,000,000		.05
Exercised	–
Cancelled	(50,000	)		.20
Lapsed	–
End of period - Jan 31, 2003	2,300,000		.11	49

On June 10, 2002, pursuant to an agreement with a business consultant, the Company has granted stock options to acquire 1,000,000 Class “A” common shares exercisable at $0.05 per share expiring two years after date of issuance. As at January 31, 2003 777,775 of these options had vested and each month thereafter an additional 55,555 options will vest.

F-8

IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in US dollars)

6.	Common Stock (continued)
	(a)	Stock Option Plan (continued) If compensation expense had been determined pursuant to SFAS 123, the Company’s net loss and net loss per share would have been as follows:

	January 31,		April 30,
	2003		2002
	$		$
	(unaudited)		(audited)
Net loss
As reported	(33,520	)	(652,847	)
Pro forma	(106,930	)	(694,710	)
Basic net loss per share
As reported	–		(.06	)
Pro forma	–		(.06	)

(b)	Performance Stock Plan The Company has allotted 1,000,000 Class “A” Common shares to be issued pursuant to a Performance Stock Plan. Compensation is recorded when criteria to issue shares are met.
(c)	Warrants outstanding All warrants expired during the year.
(d)	Other stock commitment The Company is committed, pursuant to two financial consulting contracts to issue 75,000 restricted shares. The value of the services, being $57,000 was accrued as at April 30, 2002 and January 31, 2003.

7.	Due to Related Parties The amounts due to related parties are non-interest bearing, unsecured and without specific terms of repayment. A total of 22,698,667 Class A common shares were issued at a value of $0.03 per share to settle related party debt of $680,960.
8.	Legal Proceedings
	(a)	The Company was sued in April 1998 in a civil action filed in U.S. District Court for the District of Oregon (the “Oregon Litigation”). The Plaintiff, Kirk VanVoorhies, (“Plaintiff”) sought money damages and equitable relief against the Company alleging patent infringement by the Company for the CTHA. The Company notified West Virginia University (“WVU”) of this claim and contacted WVU to assist in the defence. WVU owns the patent rights to the CTHA technology which were licensed to the Company. Two patents were granted for the CTHA to WVU; one in August 1995, and another in August 1997. The Plaintiff’s patent was approved on March 31, 1998. The Plaintiff in the Oregon Litigation is also a defendant in a pending civil action in the U.S. District Court for the Northern District of West Virginia brought by WVU (the “West Virginia Litigation”) claiming that the CTHA invention is owned by WVU. As alleged in the West Virginia Litigation, the Company believes that the patent rights for the CTHA technology belongs to WVU and therefore based on the license, the Company owns the world wide rights to the CTHA commercial applications.

F-9

IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in US dollars)

8.	Legal Proceedings (continued)
		A decision by the United States District Court for the Northern District of West Virginia will, if upheld on appeal, signal the end to patent litigation brought by VorteKx, Inc. against the Company. VorteKx, Inc. brought a patent infringement action against IAS in the United States District Court for the District of Oregon on a patent issued to a former graduate student at WVU, Kurt L. VanVoorhies, and subsequently assigned to VorteKx. On the Company's motion, the case was transferred to the Northern District of West Virginia and consolidated with a previously-pending action filed by WVU against VanVoorhies, discussed above. The Company and WVU both claimed that the technology covered by the patent is actually owned by WVU. The Company is the sublicensee of commercial applications of the CTHA technology. In a Memorandum Opinion and Order entered February 17, 2000, the West Virginia federal court granted summary judgment for WVU in its claims against VanVoorhies. The Court also dismissed VanVoorhies' claims against WVU and third-party defendants West Virginia University Research Corporation, Dr. James E. Smith and Integral Concepts, Inc. Because the Court's holding establishes that WVU owns the technology, it should bring an end to the litigation against the Company, which was stayed pending resolution of the case against VanVoorhies. The dispute in the WVU action concerned inventions conceived during VanVoorhies' time at WVU as a graduate student and later as a graduateesearchassistant, particularly two inventions relating to the CTHA technology. The Court found that VanVoorhies validly assigned all rights in the first invention to WVU, including all future technology derived from the technology underlying that invention. VanVoorhies subsequently declined to assign to WVU any interest in a second invention. The Court found that the second invention constituted future technology derived from the first invention. Therefore, VanVoorhies' assignment of the first invention to WVU also effectively assigned the second invention to WVU, and WVU is the rightful owner of the patent applications filed by VanVoorhies on the CTHA technology. Because one of these patent applications led to the issuance of the patent underlying VorteKx's infringement suit against the Company, VorteKx no longer has standing to pursue that infringement case. The case has been stayed pending VanVoorhies' appeal from the Court's order.
	(b)	On May 16, 2000 the Company filed suit in the United States District Court for Northern District of West Virginia against Integral Technologies, Inc., Next Antennas.Com, Inc., Emergent Technologies Corporation and Jack Parsons (collectively, "the Defendants"), alleging breach of contract, misappropriation of trade secrets, interference with economic relations, and breach of fiduciary duty. On September 26, 2001, by court order of the US District Court the Northern District of West Virginia, the civil action between IAS and Integral has been dismissed.
9.	Segmented Information
		The Company has adopted SFAS No. 131 Disclosure About Segments of an Enterprise and related information. The business of the Company is carried on in one industry segment being the research, development and sales/licensing of advanced antenna technology. The Company operated in two geographic segments, one being Canada, located in Richmond, BC and the other being the United States, located in Kokomo, Indiana. The Kokomo office was shut during fiscal 2002.

F-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This report contains forward-looking statements. The words, “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “project”, “could”, “may”, “foresee”, and similar expressions are intended to identify forward-looking statements. The following discussion and analysis should be read in conjunction with the Company's Financial Statements and other financial information included elsewhere in this report which contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this report.

Overview

The following discussion and analysis should be read in conjunction with the enclosed consolidated financial statements and notes thereto appearing elsewhere in this report.

IAS Communications, Inc. was incorporated on December 13, 1994 pursuant to the Laws of the State of Oregon, USA.

We are a development stage company engaged in the commercialization of advanced antenna technology known as the Contrawound Toroidal Helical Antenna, herein “CTHA”, for wireless communications markets. The CTHA, developed in conjunction with researchers at West Virginia University, is reported to be a technologically advanced antenna design, which can be incorporated into a wide variety of telecommunications applications. We have been granted worldwide sublicensing rights for commercial applications, excluding military and governmental applications, for the CTHA pursuant to an agreement with Integral Concepts Inc. and West Virginia University Research Corporation. However, we require a qualified antenna expert to be able to continue the development of the CTHA.

As a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have produced insignificant revenues and we have suffered recurring losses from inception, totaling $6,574,327 and have a working capital deficit of $731,686 which includes a cash balance of $130. The working capital was reduced in November 2002 by issuance of 22,698,667 Class A common shares at $0.03 per share to settle debt to related parties of $680,960. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the development stage with respect to our planned principal business activity is dependent upon our successful efforts to raise additional equity financing, develop additional markets for its products, identify additional licensees and receive ongoing support from the majority of our creditors and affiliates.

Pursuant to an amended private placement, which closed on May 31, 2002, we raised $191,850 and will issue 959,250 units at $0.20 per unit. Each unit, when issued, will consist of one common share and one share purchase warrant exercisable within one year from receipt of subscription proceeds at $0.25 per share. We may also raise additional funds through the exercise of warrants and stock options, if exercised. Options with respect to 2,300,000 shares may be exercised for potential proceeds of $260,000. These options are currently not in-the-money and are unlikely to be currently exercised.

After raising $191,850 in private placement proceeds, we will require significant additional capital to provide sufficient working capital to carry out our business plan for the next twelve months.

Progress Report

The company is seeking other opportunities that will increase the value of the shares and attract funding. The company is currently putting the CTHA projects on hold until it has raised sufficient funds and has obtain a qualified engineer to develop the said technology to the manufacturing stage.

F-11

Results of Operations

Nine months ended January 31, 2003 (“2003”) compared to the nine months ended January 31, 2002 (“2002”)

During the latter part of 2002 we, through our agreement with Information-Highway.com, Inc., started selling ham radio antennas and TV antennas over the Internet. Sales revenue amounted to $nil for 2003 as compared to $3,000 for 2002. During fiscal 2002 we wrote off our inventory and downsized operations.

The net loss for 2003 was $34,000 compared to $170,000 for 2002. The decrease of $136,000 is due to the downsizing of the Company. Administrative expenses decreased by $80,000 to $31,000 as compared to $111,000 in 2002. As a result of the completion of the development phase of the antennas in fiscal 2001, Research and Development expenses were $3,000 during the period as compared to $60,000 in 2002.

Our net loss per share decreased by $0.06 to $nil per share from $0.06 in 2002 as a result of the lower net loss and the increase in 22,698,667 shares during the period.

Liquidity

Our cash position has increased during the period from negative $7,000 to $130 and our working capital deficit, as at January 31, 2003, is $732,000. The working capital was reduced in November 2002 by issuance of 22,698,667 Class A common shares at $0.03 per share to settle debt owing to related parties of $680,960. We received $26,000 from related parties which was used to fund operating activities of $19,000.

We may also raise additional funds through the exercise of stock options, if exercised, 2,300,000 shares may be issued. These options are currently not-in-the-money and are unlikely to be currently exercised. We will require significant additional capital to provide sufficient working capital to carry out our business plan for the next twelve months.

Item 3. Controls and Procedures

(a)

Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.

(b)

Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.

F-12

PART II	Other Information
Item 1.	Legal Proceedings
	None
Item 2.	Changes In Securities
	Please refer to Note 1 to the attached financial statements.
Item 3.	Defaults Upon Senior Securities
	None
Item 4.	Submissions Of Matters To A Vote Of Security Holders
	None.
Item 5.	Other Information
	None
Item 6.	Exhibits and Reports on Form 8K

(a)	Exhibits
99.1	Certification of John G. Robertson, President (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2	Certification of James Vandeberg, Chief Financial Officer (Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.
(b)	Reports on Form 8-K
	There were no Forms 8-K filed during the period of this report.

F-13

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 20, 2003	IAS Communications, Inc.
By:	/s/ John G. Robertson
	John G. Robertson, President
	(Principal Executive Officer)
By:	/s/ James Vandeberg
	James Vandeberg, Chief Operating Officer
	and Chief Financial Officer

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, John G. Robertson, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of IAS Communications, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report

F-14

		financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 20, 2003

/s/ John G. Robertson
John G. Robertson
President (Principal Executive Officer)

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, James Vandeberg, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of IAS Communications, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report

F-15

		financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 20, 2003

/s/ James Vandeberg
James Vandeberg
Chief Financial Officer (Principal Financial Officer)

F-16

EXHIBIT 99.1

CERTIFICATION

I, John G. Robertson, President and Principal Executive Officer of IAS Communications, Inc. certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of IAS Communications, Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

IAS COMMUNICATIONS, INC.
By:	/s/ JOHN G. ROBERTSON
	John G. Robertson
	President and Principal Executive Officer

Date: March 20, 2003

F-17

EXHIBIT 99.2

CERTIFICATION

I, James Vandeberg, Chief Financial Officer of IAS Communications, Inc. certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of IAS Communications, Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

IAS COMMUNICATIONS, INC.
By:	/s/ JAMES VANDEBERG
	James Vandeberg
	Chief Financial Officer

Date: March 20, 2003

F-18