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 endedOctober 31, 2006
[ ] 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) |
240 - 11780 Hammersmith Way
Richmond, BC V7A 5E9 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No [X]
(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:
December 7, 2006
Common - 36,023,039 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
October 31, 2006
(unaudited)
IAS Communications, Inc
(A Development Stage Company)
October 31, 2006
| Index | |
| Balance Sheets | F–1 |
| Statements of Operations | F–2 |
| Statements of Cash Flows | F–3 |
| Notes to the Financial Statements | F–4 |
IAS Communications, Inc
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(unaudited)
| October 31, | April 30, | |||||
| 2006 | 2006 | |||||
| $ | $ | |||||
| Assets | ||||||
| Current Assets | ||||||
| Cash | 38,022 | 313 | ||||
| Available-for-sale securities | 66,867 | 216,697 | ||||
| Accrued revenues from petroleum interests | 5,292 | 1,396 | ||||
| Prepaid expenses | 500 | 12,000 | ||||
| Due from related parties | 31,100 | 22,323 | ||||
| Total Current Assets | 141,781 | 252,729 | ||||
| Oil and Gas Properties (Note 7) | 369,198 | – | ||||
| Total Assets | 510,979 | 252,729 | ||||
| Liabilities and Stockholders’ Deficit | ||||||
| Current Liabilities | ||||||
| Accounts payable | 20,077 | 69,174 | ||||
| Accrued liabilities | 12,700 | 16,792 | ||||
| Due to related parties (Note 3) | 449,355 | 258,618 | ||||
| Convertible debentures (Note 4) | 25,000 | 25,000 | ||||
| Total Liabilities | 507,132 | 369,584 | ||||
| Commitments (Note 7) | ||||||
| Stockholders’ Equity (Deficit) | ||||||
| Preferred Stock – 50,000 share authorized; none issued | – | – | ||||
| Common Stock and Paid-in Capital in Excess of Par | ||||||
| Class “A” voting – 100,000,000 shares authorized without par value | ||||||
| 36,023,039 (2006 - 35,243,562) shares issued and | ||||||
| outstanding | 6,133,550 | 5,831,415 | ||||
| Class “B” non-voting – 100,000,000 shares authorized without par value | ||||||
| none issued | – | – | ||||
| Obligation to Issue Shares (Note 7(a)) | 40,853 | 53,425 | ||||
| Deficit Accumulated During the Development Stage | (6,230,182 | ) | (6,218,392 | ) | ||
| Accumulated Other Comprehensive Income | 59,626 | 216,697 | ||||
| Total Stockholders’ Equity (Deficit) | 3,847 | (116,855 | ) | |||
| Total Liabilities and Stockholders’ Equity (Deficit) | 510,979 | 252,729 |
F-1
IAS Communications, Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(unaudited)
| Accumulated from | |||||||||||||||
| December 13, 1994 | Three Months | Six Months | |||||||||||||
| (Date of Inception) | Ended | Ended | |||||||||||||
| to October 31, | October 31, | October 31, | October 31, | October 31, | |||||||||||
| 2006 | 2006 | 2005 | 2006 | 2005 | |||||||||||
| $ | $ | $ | $ | $ | |||||||||||
| Revenue | – | – | – | – | – | ||||||||||
| Operating Expenses | |||||||||||||||
| Depreciation | 1,823 | – | – | – | – | ||||||||||
| Interest on convertible debentures | 9,846 | 547 | 547 | 1,094 | 1,094 | ||||||||||
| Investor relations | 1,595 | – | – | – | – | ||||||||||
| License | 10,000 | 750 | 750 | 1,500 | 1,500 | ||||||||||
| Office | 76,393 | 54,415 | 1,372 | 55,644 | 2,044 | ||||||||||
| Professional fees | 176,214 | 6,699 | 10,331 | 38,308 | 15,947 | ||||||||||
| Transfer agent and regulatory | 15,843 | 1,391 | 608 | 1,599 | 1,408 | ||||||||||
| Total Operating Expenses | 291,714 | 63,802 | 13,608 | 98,145 | 21,993 | ||||||||||
| (Loss) from Operations | (291,714 | ) | (63,802 | ) | (13,608 | ) | (98,145 | ) | (21,993 | ) | |||||
| Other Income (Expense) | |||||||||||||||
| Depletion | (802 | ) | (802 | ) | – | (802 | ) | – | |||||||
| Gain on sale of available-for-sale | |||||||||||||||
| securities | 103,667 | 103,667 | – | 103,667 | – | ||||||||||
| Gain on license obligation | 1,000 | – | – | – | – | ||||||||||
| Gain on write off of payables | 63,487 | 9,101 | – | 9,101 | 54,385 | ||||||||||
| Petroleum revenues, net (Note 7(a)) | 43,190 | 3,609 | 10,867 | 15,242 | 15,249 | ||||||||||
| Impairment loss – petroleum interests | |||||||||||||||
| (Note 7(a)) | (94,278 | ) | (7,677 | ) | – | (40,853 | ) | – | |||||||
| Loss Before Discontinued Operations | (175,450 | ) | 44,096 | (2,741 | ) | (11,790 | ) | 47,641 | |||||||
| Discontinued Operations | (6,054,732 | ) | – | – | – | – | |||||||||
| Net (Loss) Income | (6,230,182 | ) | 44,096 | (2,741 | ) | (11,790 | ) | 47,641 | |||||||
| Other Comprehensive Income (Loss) | |||||||||||||||
| Unrealized gain (loss) on available-for- | |||||||||||||||
| sale securities | 59,626 | (156,045 | ) | – | (157,071 | ) | – | ||||||||
| Comprehensive Income (Loss) | (6,170,556 | ) | (111,949 | ) | (2,741 | ) | (168,861 | ) | 47,641 | ||||||
| Net Loss Per Share - Basic and Diluted | |||||||||||||||
| - From Continuing Operations | – | – | – | – | |||||||||||
| - From Discontinued Operations | – | – | – | – | |||||||||||
| Weighted Average Shares Outstanding | 35,678,000 | 35,244,000 | 35,461,000 | 35,244,000 | |||||||||||
F-2
IAS Communications, Inc
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(unaudited)
| Accumulated from | |||||||||
| December 13, 1994 | Six Months | Six Months | |||||||
| (Date of Inception) | Ended | Ended | |||||||
| To October 31, | October 31, | October 31, | |||||||
| 2006 | 2006 | 2005 | |||||||
| $ | $ | $ | |||||||
| Operating Activities | |||||||||
| Net (loss) income | (6,230,182 | ) | (11,790 | ) | 47,641 | ||||
| Adjustments to reconcile net loss to net cash used in | |||||||||
| operating activities | |||||||||
| Assets written-off | 455,957 | – | – | ||||||
| Depreciation | 189,109 | – | – | ||||||
| Gain on sale of securities | (103,667 | ) | (103,667 | ) | – | ||||
| Gain on shares cancelled | (10 | ) | – | – | |||||
| Gain on write-off of payables | (549,562 | ) | (9,101 | ) | (54,386 | ) | |||
| Shares and options issued for services | 556,050 | – | – | ||||||
| Shares issued for convertible debenture interest | 18,786 | – | – | ||||||
| Stock-based compensation | 48,710 | 48,710 | – | ||||||
| Depletion | 802 | 802 | |||||||
| Impairment loss – petroleum interests | 94,278 | 40,853 | – | ||||||
| Change in operating assets and liabilities | |||||||||
| Accounts receivable | (1,125 | ) | (1,125 | ) | |||||
| Prepaid expenses | (500 | ) | 11,500 | 1,500 | |||||
| Inventory | (28,615 | ) | – | – | |||||
| Accrued revenues from petroleum interest | (4,167 | ) | (2,771 | ) | (4,734 | ) | |||
| Accounts payable and accrued liabilities | 738,041 | (44,088 | ) | 7,469 | |||||
| Due to related parties | – | – | (2,129 | ) | |||||
| Net Cash Used in Operating Activities | (4,816,095 | ) | (70,677 | ) | (4,639 | ) | |||
| Investing Activities | |||||||||
| Purchase of property and equipment | (99,626 | ) | – | – | |||||
| Investments in oil and gas properties | (555,000 | ) | (555,000 | ) | – | ||||
| Recoveries to oil and gas properties | 185,000 | 185,000 | – | ||||||
| Proceeds from sale of securities | 103,667 | 103,667 | – | ||||||
| Purchase of securities | (7,241 | ) | (7,241 | ) | – | ||||
| Purchase of license | (250,000 | ) | – | – | |||||
| Increase in patent protection costs | (266,822 | ) | – | – | |||||
| Net Cash Used in Investing Activities | (890,022 | ) | (273,574 | ) | – | ||||
| Financing Activities | |||||||||
| Advances from related parties | 1,099,215 | 181,960 | 1,984 | ||||||
| Check issued in excess of funds on deposit | – | – | 2,655 | ||||||
| Proceeds from issuance of common stock | 4,244,924 | 200,000 | – | ||||||
| Proceeds from convertible debentures | 400,000 | – | – | ||||||
| Net Cash Provided by Financing Activities | 5,744,139 | 381,960 | 4,639 | ||||||
| Net Increase in Cash | 38,022 | 37,709 | – | ||||||
| Cash – Beginning of Period | – | 313 | – | ||||||
| Cash – End of Period | 38,022 | 38,022 | – | ||||||
| Non-cash Investing and Financing Activities | |||||||||
| Shares issued to settle related party debt | 892,741 | – | – | ||||||
| Shares issued for services | 499,098 | – | – | ||||||
| Shares issued for convertible debentures | 394,661 | – | – | ||||||
| Shares issued for technology | 1 | – | – | ||||||
| Shares issued to an officer donated back and cancelled | (10 | ) | – | – | |||||
| Supplemental Disclosures: | |||||||||
| Interest paid | 8,197 | 2,188 | |||||||
| Income tax paid | – | – |
F-3
IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)
| 1. | Interim Reporting | |
The accompanying unaudited interim financial statements have been prepared by IAS Communications, Inc. (the "Company") pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended April 30, 2006, as filed with the United States Securities and Exchange Commission. | ||
The results of operations for the six months ended October 31, 2006 are not indicative of the results that may be expected for the full year. | ||
| 2. | Continuance of Operations | |
IAS Communications, Inc. 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 “Accounting and Reporting by Development Stage Enterprises”. | ||
The financial statements have been prepared using generally accepted accounting principles in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. At October 31, 2006, the Company had a working capital deficiency of $365,351, which raises substantial concern on its ability to meet planned business objectives or to fund oil and gas exploration and ongoing operations for the next twelve months. The Company has accumulated losses of $6,230,182 since its inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. | ||
| 3. | Related Party Transactions | |
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. Refer to Note 7(b). | ||
| 4. | Convertible Debentures | |
On June 15, 1997, the Company offered three year, 8¾% interest, convertible debentures. The debentures were convertible into Class “A” shares until June 15, 2000. As at October 31, 2006, $25,000 of debentures remains outstanding. Interest is due annually. | ||
| 5. | 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. | ||
During the six month period ended October 31, 2006, the Company extended the term on 1,200,000 options and charged stock-based compensation expense of $48,710 to operations for the vested incremental increase in the fair value of these stock options. At October 31, 2006, the Company had $146,130 of total unrecognized compensation cost related to non-vested stock options held by employees, which will be recognized over future periods. | ||
These options have the following vesting schedule: | ||
| [i] | Up to 25% of the options may be exercised at any time during the term of the option, such initial exercise is referred to as the “First Exercise”. | |
| [ii] | The second 25% of the options may be exercised at any time after 90 days from the date of First Exercise, such second exercise is referred to as the “Second Exercise”. | |
| [iii] | The third 25% of the options may be exercised at any time after 90 days from the date of Second Exercise, such third exercise is referred to as the “Third Exercise”. | |
| [iv] | The fourth and final 25% of the options may be exercised at any time after 90 days from the date of the Third Exercise. | |
F-4
IAS Communications, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)
| 5. | Stock Option Plan |
The following table summarized stock option plan activities: |
| Six Months Ended | Six Months Ended | ||||||||||||
| October 31, 2006 | October 31, 2005 | ||||||||||||
| Weighted Average | Weighted Average | ||||||||||||
| Shares | Exercise Price | Shares | Exercise Price | ||||||||||
| # | $ | # | $ | ||||||||||
| Outstanding at beginning of period | 1,250,000 | 0.20 | 1,275,000 | 0.20 | |||||||||
| Granted | – | – | – | – | |||||||||
| Exercised | – | – | – | – | |||||||||
| Cancelled | – | – | (25,000 | ) | 0.20 | ||||||||
| Outstanding at end of period | 1,250,000 | 0.20 | 1,250,000 | 0.20 | |||||||||
| Exercisable at end of period | 1,250,000 | 0.20 | 1,250,000 | 0.20 | |||||||||
Stock options outstanding at October 31, 2006 had a weighted average remaining life of 4.93 years (April 30, 2006 – 0.63 years). | |
| 6. | Common Stock |
| a) | On September 28, 2006, the Company issued 10 units at $20,000 per unit for cash proceeds of $200,000 to three related parties pursuant to private placement subscription agreements. Each unit consists of 50,000 shares of common stock, 25,000 share purchase warrants, and a 2% working interest (1.2% net interest) in the Kentucky wells to be drilled with the proceeds from this private placement. Refer to (Note 7(b)). Each share purchase warrant is exercisable to acquire one share of common stock at $0.40 per share for a period of one year. | |
| b) | On August 8, 2006, the Company issued 279,477 shares of common stock with a fair value of $53,425 to a private company controlled by the President of the Company pursuant to petroleum agreement. Refer to Note 7(a). | |
| 7. | Oil and Gas Properties | |
| a) | The Company entered into an agreement dated April 6, 2005 with a private company controlled by the President of the Company to acquire a working interest in two oil wells located in Burleson County, Texas. The Company agreed to issue up to 1,000,000 shares (issued - 279,477) of restricted common stock at the rate of one share for every $0.10 of revenue from the wells. To October 31, 2006, revenue from the wells was approximately $39,500. During the period ended October 31, 2006, the Company received/accrued $11,565 of revenue from the wells. The approximately 120,000 shares of restricted common stock issuable at October 31, 2006 pursuant to this agreement have been recorded at the quoted market price prevailing at the time of receipt of the oil and gas revenues and are accrued in the amount of $40,853 in obligation to issue shares. Refer to Note 6(b). | |
The wells are producing but a value cannot be placed on them due to vertical fracture features that prevent the estimation of reserves. Accordingly, an impairment loss of $94,278 equal to the investment in the oil wells that would have otherwise been recorded has been charged to operations. During the period ended October 31, 2006, $40,853 of impairment loss was incurred. | ||
| b) | On May 4, 2006, the Company entered into an agreement with Energy Source Inc. (“ESI”) to drill up to 24 gas wells located in Kentucky. The Company can earn a 100% working interest (60% net revenue interest) in 4 gas wells by paying $185,000 per well and has the option to acquire a 100% working interest (60% net revenue interest) in an additional 20 wells over an 18 month period at a price to be agreed upon. Each well is subject to a 12.5% net revenue interest to the land-owner and a 27.5% interest to ESI. The first three wells were paid and drilled during the period. During the six month period ended October 31, 2006, the Company recorded depletion of $802 on capitalized costs relating to this area. | |
On May 18, 2006, the Company entered into an agreement with Teryl Resources Corp. (“Teryl”), a public company related by common directors and officers, to farm out a 40% working interest outlined above, subject to a 12.5% net revenue interest to the land-owner and a 27.5% interest to ESI, in consideration for paying 50% of the total costs of the wells. Teryl also has the first right of refusal to drill up to the 24 wells. The Company received $185,000 from Teryl during the period, representing 50% of the cost of drilling the first and second well. | ||
F-5
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 $6,230,182 and have a working capital deficit of $365,351. 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
On November 1, 2006, we announced that the Clarence Bright #1 well in Laurel County, Kentucky is completed. The total depth on the well was 1742 feet with two production zones, one in the Big Lime @ 1240 to 1250 and one in Waverly @ 1252 to 1260. The open flow was 747 MCF with 230 PSI. The gathering line to this well is in the process of being laid. Ken Lee #1 and Elvis Farris #2 are also in production and the Company will update on flow rates as soon as the mid-line compressor is installed. Additional wells in Knox & Laurel Counties are planned in the near future.
IAS will earn a 100% interest in each well drilled and financed by IAS, subject to a 12 ½ percent revenue interest to the landowner, and 27 ½ percent to Energy Source, Inc., the lessee and operator of the wells.
Teryl Resources Corp. (TSX Venture Exchange: TRC, www.terylresources.com) has an option for a 40% working interest in the Clarence Bright #1 gas well, from IAS, in consideration for paying for 50% of the costs of drilling.
Results of Operations
Six months ended October 31, 2006 (“2006”) compared to the six months ended October 31, 2005 (“2005”)
The Company had no revenue from operations for 2006 or 2005.
The Company had net losses of $11,790 in 2006, compared to net income of $47,641 for 2005. The increase in loss for 2006 was mainly due to an impairment loss on petroleum interests recorded in 2006 and an increase in office and professional fee expenses.
Our basic and diluted net loss per share was $nil for 2006 and 2005.
Liquidity
During 2006, we financed our operations by receiving financial support from related parties in the amount of $181,960. These amounts are unsecured, non-interest bearing and due on demand. We also received $15,242 from recently purchased shares of two oil wells in Texas and one oil well in Kentucky. We also received $105,750 from the sale of investment securities and received proceeds of $200,000 from the issuance of the Company’s common stock.
Our cash position has increased 37,709 during the six months ended October 31, 2006, and our working capital deficit as at October 31, 2006 was $372,005 compared to $116,855 as at April 30, 2006.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this quarterly report, being October 31, 2006, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our President and our Chief Financial Officer. Based upon that evaluation, our President and our Chief Financial Officer concluded that our company's disclosure controls and procedures are effective. There have been no changes in our company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.
Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our President and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
| PART II | Other Information | |
| Item 1. | Legal Proceedings | |
| None. | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
| a) | On September 28, 2006, the Company issued 10 units at $20,000 per unit for cash proceeds of $200,000 to three related parties pursuant to private placement subscription agreements. Each unit consists of 50,000 shares of common stock, 25,000 share purchase warrants, and a 2% working interest (1.2% net interest) in the Kentucky wells to be drilled with the proceeds from this private placement. Each share purchase warrant is exercisable to acquire one share of common stock at $0.40 per share for a period of one year. | |
| ||
| b) | On August 8, 2006, the Company issued 279,477 shares of common stock with a fair value of $53,425 to a private company controlled by the President of the Company pursuant to petroleum agreement. |
| 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 |
| (a) | Exhibits: |
(b) Reports on Form 8-K
None.
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: December 19, 2006 | 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 |
