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 endedJanuary 31, 2005
¨ 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) YesxNo ¨ (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 14, 2004
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
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, 2005
(unaudited)
2
IAS Communications, Inc.
(A Development Stage Company)
F-i
IAS Communications, Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
| January 31, | | April 30, | |
| 2005 | | 2004 | |
| $ | | $ | |
| (unaudited) | | (audited) | |
| | | | |
Assets | | | | |
Current Assets | | | | |
Cash | 6 | | 179 | |
Total Current Assets | 6 | | 179 | |
Property and Equipment (Note 3) | – | | 447 | |
Total Assets | 6 | | 626 | |
| | | | |
Liabilities and Stockholders’ Deficit | | | | |
Current Liabilities | | | | |
Cheques issued in excess of funds on deposit | 18 | | 234 | |
Accounts payable | 80,320 | | 71,577 | |
Accrued liabilities | 17,737 | | 17,721 | |
Due to related parties (Note 5) | 190,012 | | 170,917 | |
Convertible debentures (Note 6) | 25,000 | | 25,000 | |
Total Liabilities | 313,087 | | 285,449 | |
Contingent Liabilities (Note 8) | | | | |
Stockholders’ Deficit | | | | |
Preferred Stock 50,000,000 shares authorized; none issued | – | | – | |
Common Stock (Note 7) | | | | |
Class “A” voting - 100,000,000 shares authorized without | | | | |
par value; 35,243,562 shares issued and | | | | |
outstanding | 5,831,415 | | 5,831,415 | |
Class “B” non-voting - 100,000,000 shares authorized without | | | | |
par value; none issued | – | | – | |
Deficit Accumulated During the Development Stage | (6,144,496 | ) | (6,116,238 | ) |
Total Stockholders’ Deficit | (313,081 | ) | (284,823 | ) |
Total Liabilities and Stockholders’ Deficit | 6 | | 626 | |
F-1
(The accompanying notes are an integral part of these financial statements)
IAS Communications, Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(unaudited)
| Accumulated from | | | | | | | | | |
| December 13, 1994 | | | | | | | | | |
| (Date of Inception) | | Three months ended | | Nine months ended | |
| to January 31, | | January 31, | | January 31, | |
| 2005 | | 2005 | | 2004 | | 2005 | | 2004 | |
| $ | | $ | | $ | | $ | | $ | |
| | | | | | | | | | |
Revenue | – | | – | | – | | – | | – | |
Expenses | | | | | | | | | | |
Bank charges | 2,161 | | 152 | | 104 | | 776 | | 927 | |
Depreciation | 1,823 | | 103 | | 172 | | 447 | | 516 | |
Interest on convertible | | | | | | | | | | |
debentures | 6,017 | | 547 | | 547 | | 1,641 | | 1,641 | |
Investor relations | 1,595 | | – | | 708 | | – | | 708 | |
License fees | 6,500 | | 500 | | 750 | | 2,000 | | 2,250 | |
Office | 4,855 | | 666 | | 192 | | 540 | | 1,716 | |
Professional fees | 58,035 | | 15,853 | | 3,316 | | 20,945 | | 10,232 | |
Transfer agent and regulatory | 8,778 | | 506 | | 249 | | 1,909 | | 634 | |
Total Expenses | 89,764 | | 18,327 | | 6,038 | | 28,258 | | 18,624 | |
Loss from Continuing | | | | | | | | | | |
Operations | (89,764 | ) | (18,327 | ) | (6,038 | ) | (28,258 | ) | (18,624 | ) |
Discontinued Operations | (6,054,732 | ) | – | | – | | – | | – | |
Net Loss | (6,144,496 | ) | (18,327 | ) | (6,038 | ) | (28,258 | ) | (18,624 | ) |
| | | | | | | | | | |
Net Loss Per Share - Basic and | | | | | | | | | | |
Diluted | | | – | | – | | – | | – | |
| | | | | | | | | | |
Weighted Average Shares | | | | | | | | | | |
Outstanding | | | 35,244,000 | | 35,244,000 | | 35,244,000 | | 35,244,000 | |
F-2
(The accompanying notes are an integral part of these financial statements)
IAS Communications, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(unaudited)
| Nine months ended | |
| January 31, | |
| 2005 | | 2004 | |
| $ | | $ | |
Cash Flows to Operating Activities | | | | |
Net loss | (28,258 | ) | (18,624 | ) |
Adjustment to reconcile net loss to net cash used in operating activities | | | | |
Depreciation | 447 | | 516 | |
Change in operating assets and liabilities | | | | |
Accounts payable and accrued liabilities | 8,759 | | (11,885 | ) |
Net Cash Used in Operating Activities | (19,052 | ) | (29,993 | ) |
Net Cash Used in Investing Activities | – | | – | |
Cash Flows from Financing Activities | | | | |
Advances from related parties | 19,095 | | 34,731 | |
Net Cash Provided by Financing Activities | 19,095 | | 34,731 | |
Increase in Cash and Cash Equivalents | 43 | | 4,738 | |
Cash and Cash Equivalents – Beginning of Period | (55 | ) | (1,482 | ) |
Cash and Cash Equivalents – End of Period | (12 | ) | 3,256 | |
Cash and Cash Equivalents consists of: | | | | |
Cash | 6 | | 3,256 | |
Cheques issued in excess of funds on deposit | (18 | ) | – | |
| (12 | ) | 3,256 | |
Non-cash Investing and Financing Activities | – | | – | |
Supplemental Disclosures: | | | | |
Interest paid | 875 | | 875 | |
Income tax paid | – | | – | |
F-3
(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 U.S. Dollars)
(unaudited)
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, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7. |
|
| 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 for legal proceedings regarding underlying patents. Since May 1, 2002, the Company is no longer pursuing the development of the CTHA. |
|
| The Company currently does not have any plan of operations; however, the Company plans to seek other projects, which are yet to be determined. |
|
| Originally planned principal activities did not produce significant revenues and the pursuit of that business ceased. The Company suffered recurring losses from inception, totalling $6,144,496 and has a working capital deficit of $313,081. 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 acquire or develop a new business and raise additional equity financing to achieve profitability and positive cash flow. |
|
| The Company will require significant additional capital to settle its debts and provide sufficient working capital for basic operations over the next twelve months. |
|
2. | Summary of Significant Accounting Policies |
|
| (a) | Basis of Presentation and Year End |
|
| | These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year end is April 30. |
|
| (b) | Use of Estimates |
|
| | The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. |
|
| (c) | Cash and Cash Equivalents |
|
| | The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
|
| (d) | Property and Equipment |
|
| | Property and equipment is recorded at cost and is depreciated on a straight-line basis over an estimated useful life of five years. |
F-4
IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)
2. | Summary of Significant Accounting Policies (continued) |
|
| (e) | Financial Instruments |
|
| | Financial instruments, which include cash, accounts payable, accrued liabilities, and due to related parties, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. |
|
| (f) | Concentration of Credit Risk |
|
| | Financial instruments that potentially subject the Company to credit risk consist principally of cash. Cash was deposited with a high quality credit institution. |
|
| (g) | Foreign Currency Transactions/Balances |
|
| | The Company’s functional and reporting currency is the United States dollar. The Company has adopted SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. |
|
| (h) | Revenue Recognition |
|
| | As the Company has no specific business purpose there is no revenue recognition policy. |
|
| (i) | Stock-based Compensation |
|
| | The Company accounts for stock-based awards using the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25). Under the intrinsic value method of accounting, compensation expense is recognized if the exercise price of the Company’s employee stock options is less than the market price of the underlying common stock on the date of grant. |
|
| | Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” (SFAS 123), established a fair value based method of accounting for stock-based awards. Under the provisions of SFAS 123, companies that elect to account for stock-based awards in accordance with the provisions of APB 25 are required to disclose the pro forma net income (loss) that would have resulted from the use of the fair value based method under SFAS 123. |
|
| | The Company follows the disclosure requirements of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure an Amendment of FASB Statement No. 123” (SFAS 148), which requires more prominent disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. |
|
| | Pro forma net loss and basic and diluted net loss per share are the same as the reported figures for the periods presented in these financial statements. |
F-5
IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)
2. | Summary of Significant Accounting Policies (continued) |
|
| (j) | Basic and Diluted Net Income (Loss) Per Share |
|
| | The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. |
|
| (k) | Comprehensive Loss |
|
| | SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2005 and 2004, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
|
| (l) | Recent Accounting Pronouncements |
|
| | In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. |
F-6
IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)
2. | Summary of Significant Accounting Policies (continued) |
|
| (m) | Recent Accounting Pronouncements (continued) |
|
| | In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. |
|
| | The FASB has also issued SFAS No. 151 and 152, but they will not have relationship to the operations of the Company. Therefore a description and its impact for each on the Company’s operations and financial position have not been disclosed |
|
| (m) | 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. |
|
| (n) | Reclassification |
|
| | Certain reclassifications have been made to the prior year’s financial statements to conform to the current period’s presentation. |
|
3. | Property and Equipment |
|
| | | | January 31, | April 30, |
| | | | 2005 | 2004 |
| | | Accumulated | Net Book | Net Book |
| | cost | Amortization | Value | Value |
| | $ | $ | $ | $ |
| | | | (unaudited) | (audited) |
| | | | | |
| Computer and office equipment | 3,441 | 3,441 | - | 447 |
4. | Intangible Assets |
|
| Although the Company does not intend on pursuing the CTHA, it has not terminated its rights to it. |
|
| 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. |
|
F-7
IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)
4. | Intangible Assets (continued) |
|
| (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, 2004. |
|
| (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, 2003 minimum annual royalty and intends on continuing to renew annually. |
|
5. | Related Party Balances |
|
| The amounts due to related parties are non-interest bearing, unsecured and without specific terms of repayment. Related parties consist of companies controlled or significantly influenced by the President of the Company. |
|
6. | 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 will offer the debenture holders an additional extension on the maturity date or convert the debenture into shares. |
|
7. | 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 weighted average number of shares under option and option price for the period ended January 31, 2005 is as follows: |
|
| | Class “A” | | | |
| | Common | | | Weighted |
| | Shares | | Weighted | Average |
| | Under | | Average | Remaining Life |
| | Option | | Option Price | of Options |
| | # | | $ | (Months) |
| Beginning of period | 1,275,000 | | .20 | |
| Cancelled | (25,000 | ) | .20 | |
| | | | | |
| End of period | 1,250,000 | | .20 | 25 |
F-8
IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)
8. | Contingent Liabilities |
|
| a) | The Company is the defendant in an action claiming unpaid legal fees of approximately Cdn$29,000. The Company disputes the claim and intends to defend the action. |
|
| b) | 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 worldwide rights to the CTHA commercial applications. 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 worldwide rights to the CTHA commercial applications. |
|
| | 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 was stayed pending VanVoorhies' appeal from the Court's order. On May 20, 2004 the United States Court of Appeals affirmed the stay of the case. |
F-9
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 $6,144,496 and have a working capital deficit of $313,081. 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.
We may also raise additional funds through the exercise of stock options, if exercised. Options with respect to 1,250,000 shares may be exercised for potential proceeds of $250,000. These options 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 basic operations 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.
Results of Operations
Nine months ended January 31, 2005 (“2005”) compared to the nine months ended January 31, 2004 (“2004”)
3
The Company has no revenue for 2005 and 2004.
The net loss for 2005 was $28,258 compared to $18,624 for 2004. The increase in loss for 2005 was mainly due to legal fees incurred to negotiate a new license agreement with Western Virginia University in the current period.
Our basic and diluted net loss per share was $nil for 2005 and 2004.
Liquidity
During 2005, we financed our operations by receiving financial support from related parties in the amount of $19,095. These amounts are unsecured, non-interest bearing and due on demand.
Our cash position has decreased during the nine months ended January 31, 2005 from $179 to $6, and our working capital deficit as at January 31, 2005 was $313,081 compared to $285,270 as at April 30, 2004.
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 the end of the Company’s most recent fiscal year, 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 accumulated, recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner. We also confirm that our officers concluded that our disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, included our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. |
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(b) | Changes in internal controls. There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation. |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is the defendant in an action claiming unpaid legal fees of approximately Cdn$29,000. The Company disputes the claim and intends to defend the action.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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.
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Item 6. Exhibits
(a) Exhibits:
(b) Reports on Form 8-K
None.
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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.
| IAS Communications, Inc. |
| | |
Dated: March 17, 2005 | By: | /s/ John G. Robertson |
| |
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| | John G. Robertson, President |
| | (Principal Executive Officer) |
Dated: March 17, 2005 | By: | /s/ James Vandeberg |
| |
|
| | James Vandeberg, Chief Operating |
| | Officer and Chief Financial Officer |
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