Ias Energy (IASCA) 10QSB 2004 Q1 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter endedJuly 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 – 1871 Horseshoe Way Richmond, BC V7A 5H5 Canada
(Address of Principal Executive Offices)

(604) 278-5996
Issuer's Telephone Number

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:
October 3, 2003 Common – 35,243,562 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	Page
Part I - Financial Information	1
Item 1. Financial Statements	1
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-10
PART II - Other Information	F-12
SIGNATURES	F-13

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
July 31, 2003
(unaudited)

1

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

			July 31,		April 30,
			2003		2003
			$		$
			(unaudited)		(audited)
Assets
Current Assets
Cash			122		–
Property, Plant and Equipment (Note 3)			963		1,135
Total Assets			1,085		1,135
Liabilities and Stockholders’ Deficit
Current Liabilities
Cheques issued in excess of funds on deposit			–		1,482
Accounts payable			148,313		149,191
Accrued liabilities (Note 6(c))			99,659		96,588
Due to related parties (Note 7)			133,029		130,690
Convertible debentures (Note 5)			25,000		25,000
Total Liabilities			406,001		402,951
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; 35,243,562 and 35,243,562 shares
		issued and outstanding respectively	5,834,415		5,834,415
Class “B” non-voting	–	100,000,000 shares authorized without
		par value; none issued	–		–
Deficit Accumulated During the Development Stage			(6,239,331	)	(6,236,231	)
Total Stockholders’ Deficit			(404,916	)	(401,816	)
Total Stockholders’ Deficit and Liabilities			1,085		1,135

F-1

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

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

	Accumulated from
	December 13, 1994		Three months ended
	(Date of Inception)		July 31,
	to July 31, 2003		2003		2002
	(unaudited)		(unaudited)		(unaudited)
	$		$		$
Revenue	61,493		–		–
Cost of Sales	28,787		–		–
Gross Profit	32,706		–		–
Expenses
General and Administration (Schedule)	3,376,165		2,350		5,492
Selling and Marketing (Schedule)	62,972		–		–
Research and Development (Schedule)	2,712,931		750		–
Assets written down (Schedule)	455,957		–		–
Accounts payable written off	(335,988	)	–		–
	6,272,037		3,100		5,492
Net Loss	(6,239,331	)	(3,100	)	(5,492	)
Net Loss Per Share			–		–
Weighted Average Shares Outstanding			35,244,000		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

	Three months ended
	July 31,
	2003		2002
	(unaudited)		(unaudited)
	$		$
Cash Flows to Operating Activities
Net loss	(3,100	)	(5,492	)
Adjustments to reconcile net loss to cash
Depreciation and amortization	172		172
Shares/options issued/to be issued for services	–		3,300
Change in non-cash working capital items
Increase (decrease) in accounts payable and accrued liabilities	2,193		1,747
Net Cash Used in Operating Activities	(735	)	(273	)
Cash Flows from Financing Activities
Advances from related parties	2,339		260
Net Cash Provided by Financing Activities	2,339		260
Increase (Decrease) in Cash	1,604		(13	)
Cash Deficiency – Beginning of Period	(1,482	)	(6,771	)
Cash (Deficiency) – End of Period	122		(6,784	)
Supplemental disclosures:
Interest paid with cash	–		–
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

	Accumulated from
	December 13, 1994		Three months ended
	(Date of Inception)		July 31,
	to July 31, 2003		2003		2002
	(unaudited)		(unaudited)		(unaudited)
	$		$		$
Expenses
General and Administration
Bad debts	1,250		–		–
Bank charges	8,154		73		68
Business plan	55,429		–		–
Debenture financing fees	49,199		–		–
Depreciation	17,977		172		172
Interest on convertible debentures	48,616		547		547
Investor relations – publications	383,594		–		–
Investor relations – consulting	640,023		–		–
Management fees	337,500		–		–
Office, postage and courier	192,342		(1,070	)	–
Premium on cash redemption of convertible
debentures	29,790		–		–
Professional fees	954,529		2,603		4,705
Rent and secretarial	336,946		–		–
Telephone and utilities	98,157		–		–
Transfer agent and regulatory	89,843		25		–
Travel and promotion	149,315		–		–
Less interest income	(16,499	)	–		–
	3,376,165		2,350		5,492
Selling and Marketing
Advertising	62,972		–		–
Research and Development
Royalty	25,750		750		–
Consulting	628,123		–		–
Depreciation and amortization	170,169		–		–
Market awareness and development	60,000		–		–
Subcontracts	2,396,388		–		–
Less contributions by a joint venture partner	(363,718	)	–		–
Less engineering contributions by licensees	(203,781	)	–		–
	2,712,931		750		–
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		–		–
	6,608,025		3,100		5,492

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

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, a development stage company, was 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. The Company is no longer pursuing the development of the CTHA. Planned principal activities have not yet produced significant revenues and the Company has suffered recurring losses from inception, totalling $6,239,331 and has a working capital deficit of $405,879. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to emerge from its current dormant status is dependent upon its successful efforts to raise additional equity financing. The Company may raise additional funds through the exercise of warrants and stock options, if exercised. Options with respect to 1,225,000 shares and warrants with respect to 944,250 shares may be exercised for potential proceeds of $481,000. These options and warrants are currently not in-the-money and are unlikely to be currently exercised. The Company will require significant additional capital to settle its debts and provide sufficient working capital for operations over the next twelve months.
2.	Summary of Significant Accounting Policies
	(a)	Estimates and Assumptions The preparation of financial statements in conformity with 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.
	(c)	Comprehensive Income In June 1997, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 130, “Reporting Comprehensive Income”. This statement establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in an entity’s financial statements. This statement requires an entity to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in-capital, in the equity section of a statement of financial position. The Company had no items of other comprehensive income (loss) during each of the periods presented in the accompanying financial statements.

F-5

IAS Communications, Inc.
(A Development Stage ompany)
Notes to the Financial Statements

2.	Summary of Significant Accounting Policies (continued)
	(d)	New Accounting Pronouncements In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position
3.	Property, Plant and Equipment

			July 31,	April 30,
			2003	2003
		Accumulated	Net Book	Net Book
	Cost	Amortization	Value	Value
	$	$	$	$
			(unaudited)	(audited)
Computer and office equipment	3,441	2,478	963	1,135

4.	Intangible Assets In fiscal 2002, management evaluated the carrying value of its license and patents and determined that the carrying value of $404,548 be written-off to operations. The determining factors are 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, 2003.
	(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. The Company paid the December 31, 2002 minimum annual royalty and intends on continuing to renew annually.

F-6

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

5	Convertible Debentures The Company offered three year, 8¾% interest, convertible debentures. Interest is due annually. The remaining $25,000 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. The Company plans to offer the debenture holders an additional extension on the maturity date or convert the debenture into shares.
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 July 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	1,225,000	.20
Granted	–
Exercised	–
Cancelled	–
Lapsed	–
End of period	1,225,000	.20	39

On June 10, 2002, pursuant to an agreement with a business consultant, the Company has granted stock options to the contractor to acquire 1,000,000 Class “A” common shares exercisable at $0.05 per share expiring two years after date of issuance. As at September 10, 2002 500,000 of these options had vested and each month thereafter an additional 55,555 options will vest.

F-7

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

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:

	July 31,		April 30,
	2003		2003
	$		$
	(unaudited)		(audited)
Net income (loss)
As reported	(3,100	)	304,576
Pro forma	(24,580	)	217,216
Basic net income (loss) per share
As reported	–		(.01	)
Pro forma	–		(.01	)

 

(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)	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 is accrued as at July 31, 2003.
(d)	Warrants There are 944,250 warrants pursuant to a private placement available to be exercised at $0.25 per share expiring June 2, 2004.

7.	Due to Related Parties The amounts due to related parties are non-interest bearing, unsecured and without specific terms of repayment. Related parties consist of companies having the same President.
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-8

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

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 graduate research assistant, 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.

F-9

Overview

The following discussion and analysis should be read in conjunction with the enclosed 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. We are no longer engaged in the commercialization of the CTHA and do not have any plan of operations.

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 $6,239,331 and has a working capital deficit of $405,879. 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 its 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 affiliated.

We may raise additional funds through the exercise of warrants and stock options, it exercised. Options with respect to 1,225,000 shares and warrants with respect to 944,250 shares may be exercised for potential proceeds of $481,000. These options and warrants are currently not in-the money and are unlikely to be currently exercised.

Results of Operations

Three months ended July 31, 2003 (“2003”) compared to the three months ended July 31, 2002 (“2002”)

Since we have no plan of operation, the Company is only incurring expenses to sustain itself.

The Company has no revenue for 2003 and 2002. Administrative expenses decreased by $2,392 as compared to $5,492 in 2002. Research and development expenses increased by $750 as compared to $nil in 2002

The net loss for 2003 was $3,100 as compared to $5,492 Our net loss per share remained at $nil for 2003 and 2002

Liquidity

During 2003 we financed our operations and received $2,000 by

(i) receiving financial support from related parties in the amount of $2,000. These amounts are unsecured, non-interest bearing and due on demand.

During 2003 we invested these funds as follows;

(i)	$1,000 of these funds was spent on operating activities
(ii)	$1,000 of these funds were used to reduce our cash deficiency to $nil from $1,000.

Our cash position remained at nil and our working capital deficit as at July 31, 2003 is $405,879.

2

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.

3

PART II Other Information

Item 1. Legal Proceedings

None

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
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	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
32.2	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

4

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: October 3, 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

5