U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ________________________
Commission File No. 0-21255
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IAS COMMUNICATIONS, INC.
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(Exact name of small business issuer as specified in its charter)
Oregon 91-1063549
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
185-10751 Shellbridge Way, Richmond, BC Canada V6X 2W8
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(Address of principal executive offices)
(604) 278-5996
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(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports 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 Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES X NO
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of March 9, 1999 - 9,631,934 shares
of common stock, no par value.
INDEX
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PART I -- Financial Information Page
Item 1. Financial statements.......................................... 2
Consolidated Balance Sheets as of January 31, 1999 and 1998
(Unaudited)............................................................ 3
Consolidated Statements of Operations for the nine months ended
January 31, 1999 and 1998 (Unaudited).................................. 4
Consolidated Statements of Cash Flows for the nine months ended
January 31, 1999 and 1998 (Unaudited).................................. 5
Consolidated Statement of Stockholders' Equity for the nine months
ended January 31, 1999................................................. 6
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations..................................... 7-9
PART II -- Other Information............................................ 10
Signatures.............................................................. 11
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PART I Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
-2-
IAS Communications, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
January 31, 1999 and 1998
(expressed in U.S. dollars)
(Unaudited)
1999 1998
$ $
Assets
Current Assets
Cash - 6,637
Loan receivable 4,975 -
Prepaid expenses 30,720 1,341
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35,695 7,978
Capital Assets 51,756 43,095
Licence and Patent Protection Costs 362,194 386,709
---------- ----------
449,645 437,782
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Cheques issued in excess of funds on deposit 2,062 -
Accounts payable 515,801 217,251
Accrued liabilities 23,342 19,345
Due to related companies 39,873 16,762
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581,078 253,358
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Convertible Debentures 475,000 40,000
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Stockholders' Equity (Deficit)
Common Stock
Class "A" voting - 100,000,000 shares authorized without par value;
9,631,934 shares and 9,120,600 shares issued
and outstanding respectively 3,640,353 2,819,634
- paid for but unissued 39,875 35,000
Class "B" non-voting - 100,000,000 shares authorized without par value;
none issued - -
---------- ----------
3,680,228 2,854,634
Preferred Stock 50,000,000 shares authorized; none issued - -
Deficit Accumulated During The Development Stage (4,286,665) (2,710,210)
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(606,433) 144,424
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449,645 437,782
========== ==========
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IAS Communications, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
For the nine months ended January 31, 1999 and 1998
(expressed in U.S. dollars)
(Unaudited)
1999 1998
$ $
Revenue - -
---------- ----------
Administration Expenses
Bank charges 970 675
Business plan 11,910 -
Depreciation 2,454 772
Financing commission and legal fees 49,199 -
Foreign exchange - 1,177
Interest on convertible debentures 23,705 1,845
Investor relations - consulting 174,378 105,256
Investor relations - publications 33,666 116,499
Management fees 32,500 45,000
Office, postage and courier 36,026 44,763
Professional fees 129,846 35,785
Rent and secretarial 35,434 30,412
Telephone 23,083 19,552
Transfer agent and regulatory 18,999 11,982
Travel 67,219 6,769
Less interest income (2,414) (1,216)
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636,975 419,271
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Research and Development Expenses
Royalty 3,250 3,000
Depreciation and amortization 22,772 18,501
Consulting 49,295 26,000
Market awareness and development - 60,000
Subcontracts for prototype construction and testing
Emergent Technologies Corporation 227,490 308,050
West Virginia University Research Corporation 165,771 266,959
Less engineering contribution by a third party (80,781) -
Others 20,417 -
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408,214 682,510
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Net Loss 1,045,189 1,101,781
========== ==========
Net Loss Per Share .11 .13
========== ==========
Weighted Average Shares Outstanding 9,460,000 8,722,000
========== ==========
-4-
IAS Communications, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the nine months ended January 31, 1999 and 1998
(expressed in U.S. dollars)
(Unaudited)
1999 1998
$ $
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Cash Flows to Operating Activities
Net loss (1,045,189) (1,101,781)
Adjustment to reconcile net loss to cash
Depreciation 25,226 19,273
Shares issued for services 104,867 120,000
Change in non-cash working capital items
Increase in prepaid expenses (15,795) 10,609
Increase in accounts payable and accrued liabilities 150,244 112,736
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Net Cash Used in Operating Activities (780,647) (839,163)
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Cash Flows to Investing Activities
Increase in capital assets (21,742) (5,686)
Increase in patent protection costs (8,157) (112,115)
Increase in loan receivable (4,975) -
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Net Cash Used in Investing Activities (34,874) (117,801)
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Cash Flows from Financing Activities
Increase in convertible debentures 440,000 40,000
Increase in common stock 277,829 736,800
Increase in subscriptions 39,875 35,000
Increase in due to related companies 39,873 16,762
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Net Cash Provided by Financing Activities 797,577 828,562
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Decrease in Cash (17,944) (128,402)
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Cash - Beginning of Period 15,882 135,039
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Cash - End of Period (2,062) 6,637
========== ==========
Non-Cash Financing Activities
Shares issued pursuant to performance stock
agreements for services 166,640 237,000
========== ==========
-5-
IAS Communications, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
For the nine months ended January 31, 1999 and 1998
(expressed in U.S. dollars)
(Unaudited)
Deficit
Accumulated
Common Common During the
Stock Stock Development
Shares Class "A" Class "B" Stage
# $ $ $
Balance - April 30, 1998 9,320,350 3,155,884 - (3,241,476)
Shares issued for cash pursuant to a private
placement at $1.75 per share 100,000 175,000 - -
Shares issued for cash pursuant to warrants
exercised at $1.75 per share 43,000 75,250 - -
Shares issued for cash pursuant to options
exercised at $0.25 per share 2,000 500 - -
Shares issued for services pursuant to a performance
stock agreement at deemed values between $1.88
and $2.37 82,000 166,640 - -
Shares issued for conversion of convertible debentures
at $0.79 per share 84,584 67,079 - -
Net loss for the period - - - (1,045,189)
--------- --------- --------- ---------
Balance - January 31, 1999 9,631,934 3,640,353 - (4,286,665)
========= ========= ========= =========
-6-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's Discussion
By News Release dated October 27th, 1998, the Company announced that Larry
Hawks, the Company's Chief Engineer and Vice-President of Research and
Development, had designed and tested a new technology antenna that is 14" in
diameter and 2" thick that will receive in an omni pattern or can be directional
to receive in 35 degree segments. The new antenna requires no amplifier and is
easy to connect as it is simply bolted in place with the mounting provided. The
Company's low profile, environmentally friendly television antenna will receive
all local VHF/UHF stations and will replace the unsightly existing beam antennas
used today. They can be attached to a satellite dish mounted on a recreational
vehicle, placed in the attic of a house or condominium, on top of a roof or
placed on a television set to receive local television statements within a 60
mile radius. A new amateur radio antenna was also designed and tested, which new
design is portable on 10 through 80 meters with an antenna tuner or operates as
a monoband on 20 and 40 meters. With its unique properties, the antenna can be
laid on the ground, in an attic, on a roof or awning, or placed on a tree or on
top o a motorhome and even transmits and receives in the trunk of an automobile.
The antenna is approximately 36" in diameter and is 2" high. It can use a 50-OHM
coax of choice and will load to the full legal limit and is broadbanded to
receive signals from .5 MHz to 30 MHz. It has been field tested by Larry Hawks
for one year, with logged contacts from California to New York, north central
Indiana to Mexico, all of South America, Spain, England, Russia, Norway,
Switzerland and many other European countries.
On November 10th, 1998 the Company announced that subsequent to the annual
meeting held on that date, Dr. James Smith elected not to act as Chairman of the
Board or as a Director of the Company. John G. Robertson was appointed as
Chairman of the Board, President and Chief Executive Officer.
By a News Release dated January 11th, 1999, the Company issued a progress report
on the successful test results received from the ARINC engineer on the new
satellite antenna. The objective of the joint development effort is to produce a
new antenna product designed to meet identified Dominium(R) market needs. The
specific markets targeted for this antenna are the untethered trailer tracking,
intermodal shipping container, and military transportation segments, which
markets require a simple, low-cost tracking device and covert installation that
includes an unobtrusive antenna. The current "First Pre-Production Prototype" of
this development was delivered to ARINC, Inc., Colorado Springs, Colorado on
December 29, 1998. Since delivery, the antenna has been under continuous
testing.
New antenna technology was evaluated to determine technical feasibility,
production ability, and installation parameters and issues. The new antenna for
a "flat" (less than or equal to 1/2 inch thick) antenna was designed to meet
specific Dominium(R) size, performance, and packaging requirements. During
1998, prototypes were developed and tested by TEAM, Inc., the Company's joint
venture research company in West Virginia 50% owned by the Company and 50% owned
by Emergent Technologies, Inc. (ETC). This project also included analysis with
respect to technical maturity, manufacturing and integration issues,
installation issues (new trailers via trailer manufacturers and retrofits to
fielded trailers), impacts on the existing and future fielded system costs, and
time to implement.
The new antenna for the Dominium(R) application is a dual-antenna housed in
one physical structure. It operates at the ORBCOMM frequency band (137 - 150
MHz) for transmit and receive of low-rate data using the ORBCOMM Low-Earth Orbit
(LEO) satellite system. It also operates at the GPS frequency band for reception
of GPS position data.
Current Status. The first delivered prototype meets all of the size parameters
for the desired antenna. The first prototype delivered to ARINC for testing
included only the ORBCOMM antenna in a "Brass-board" package. The GPS antenna
for the Dominium(R) application, however, has been previously tested
successfully at TEAM, Inc. in a different antenna package. The performance of
the ORBCOMM antenna in the first prototype has been exceptional, and meets all
of the Dominium(R) requirements for this antenna according to the ARINC
engineers' report.
TEAM, Inc. is currently completing the development of 19 additional prototypes
of the combined antenna (ORBCOMM and GPS) for delivery to ARINC in Colorado
Springs for final acceptance testing. Production of the Dominium(R) antennas
is expected to start immediately after successful testing. The Company has also
received a purchase order from ARINC to tailor the antenna package for use on
shipping containers.
The Company granted ARINC an exclusive license to market and sell the new
antennas for ORBCOMM satellite applications under the Dominium(R) product line
to encompass the worldwide inter-modal shipping containers market area for one
year. ARINC, founded in 1929 and headquartered in Annapolis, Maryland, provides
communications and systems integration engineering to business and industry.
ARINC's Dominium(R) product line uses the ORBCOMM low earth orbit (LEO)
satellite communication system, which provides global communications coverage
especially useful in remote areas that are not serviced by conventional or
cellular telephone or other terrestrial communication networks. The
Dominium(R) tracker unit is battery
-7-
powered and equipped with the Global Positioning System (GPS). It can be
programmed to automatically report its position and other information like
temperature, engine speed or load capacity, at any desired time interval, or
upon reaching a user-determined alarm value. Dominium(R) also markets a data
messaging line of products, which integrates input/output devices for sending
and receiving text messages.
A subscriber installs the tracker unit on the asset to be tracked or monitored
for a variety of applications including trucks, truck tractors, detached truck
trailers, rail cars, ships and containers. Dominium(R) currently provides
service to national and regional trucking companies and to national railroads.
Container shipping companies are currently evaluating the product for delivery
in 1999.
The new antenna is a compact, low profile, donut shaped antenna, flush mounted
on an application at a fraction of the height of the monopole antenna used
today. The Company holds the worldwide rights to all commercial applications
for this technology and ETC owns the Military/Government rights.
On January 20, 1999, the Company announced that it had entered into an
exclusive licensing agreement with Information Highway, Inc., a leading edge web
content developer and Internet service provider (ISP), to sell its products over
the worldwide web.
Information Highway agreed to sell the Company's antennas on their virtual mall
Internet website, which is being constructed at Information Highway's Executive
Club site at www.theexecutive.com. Information Highway maintained exclusive
worldwide web rights for the sale of the antennas for a five-year period
starting March 1, 1999.
The television antenna which is 14" in diameter and only 2 inches high can
replace existing outside log periodic antennas and has the capability of
receiving local television stations within a 60-mile radius. This antenna is
extremely versatile and is able to be mounted in numerous locations including
attics, rooftops, recreational vehicles, as well as on individual television
sets. The new compact-designed IAS Amateur Radio Antenna which is approximately
36 inches in diameter and only two inches high, is extremely powerful and is
able to receive a wide range of broadband frequency signals from 0.5 to 30mhz.
In addition, the antenna can output through a standard, universal 50 ohm coaxial
cable, ensuring full signal compatibility.
Successful testing has been conducted nationally from California to New York, as
well as internationally in Mexico, South America, Spain, England, Russia,
Norway, and Switzerland.
TDP Electronics has been contracted to supply the housing and accessories to
complete a unit for the IAS T.V. antennas. TDP is a supplier of antennas and
accessories to many retailers throughout North America.
By News Release dated March 9th, 1999 the Company announced that it had received
the first supply of antenna housing and hardware from its supplier TDP
Electronics (a division of Tandy Electronics), and had commenced production of
the Hawks low profile TV and Amateur Radio Antennas.
The revolutionary Hawks antenna is a low profile environmentally-friendly
television antenna receiving all local TV and FM stereo stations within a 60-
mile radius, without amplification. Replacing existing rabbit ears and unsightly
fishbone antennas, this antenna is easily mounted on a TV or rooftop, inside an
attic or recreational vehicle or behind a satellite dish. Performance,
reliability, versatility and ease of installation all combine to underscore what
this revolutionary antenna is all about.
The IAS Amateur Radio Antenna receives and transmits a wide range of broadband
frequencies (from 0.5 to 30 MHz), while measuring a mere 36 inches in diameter
with a height of only two inches. The CTHA technology tuned at 7.2 MHz or
14.213 MHz replaced dipoles of 66 ft and 33 ft long respectively. In addition,
a miniature 2 inch tall antenna succeeds the invasive six-foot antenna used on
towers today. This antenna can be placed on the ground, on top of buildings, in
a boat or concealed in the fuselage of a plane.
The new TV and Amateur Radio Antenna can be purchased on the World Wide Web at
www.iascom.com. IAS Communications also plans to sell the antennas on
Information-Highway.com, Inc.'s (OTC BB: IHWY) virtual mall Internet Web site,
which is being constructed a the company's Executive Club site at
http://www.theexecutive.com.
Y2K issue
In recognition of the Year 2000 risk for information systems, computers,
equipment and products using date sensitive software, the Company has retained a
consultant to assess the risk to the Company, both internally and externally.
However, the Company does not anticipate that its operations will be materially
affected. In the unlikely event that the Company's computers are not Year 2000
compliant, the consultant will remedy any deficiencies.
-8-
The Company is monitoring the Year 2000 compliance by external parties to whom
the Company may be dependent, primarily its bank, suppliers and accountants.
The Company is unable to assess the potential damage that may be caused if
external parties are unable to resolve their Year 2000 compliance. If it
appears that any external party to whom the Company is dependent will be unable
to resolve its Year 2000 issue prior to December 31, 1999, the Company has
designated personnel to be responsible for developing a contingency plan to
minimize the risk of business interruption of the Company.
To mitigate any risk to the Company from external parties, the Company has made
every effort to ensure that all current financial, legal and administrative
information on the Company is maintained by the Company, both on paper and on
the Company's computers.
It is not expected that any material costs will be incurred in addressing the
Year 2000 compliance for the Company.
Results of operations for the nine months ended January 31, 1999 ("current
period") compared to the nine months ended January 31, 1998 ("comparative
period")
There were no revenues from the sale or licensing of the CTHA during the current
and comparative periods.
The net loss for the current period was $1,045,000 compared to $1,102,000 for
the comparative period. The decrease of $57,000 was due to the Company using
hired consultants to perform the majority of the development work instead of
expensive large contractors as used throughout the comparative period and for
the first six months of the current period. During the current period a $30,000
financing commission and $65,000 of professional fees were paid in connection
with the $5,000,000 convertible redeemable debenture unit offering. The Company
also issued shares to two financial consulting firms for investor relation
activities during the current period. The total non-cash expense was $105,200.
An amount of $30,000 was accrued for investor relations consulting and
publication services during the previous quarter but reversed during the current
quarter as a result of dropping the program. None of the above activities took
place during the comparative period. The Company concluded the contract with
West Virginia University at October 31, 1998 which contract totalled $166,000
for the six months then ended compared to $267,000 in the comparative period.
The Company contracted Emergent Technologies Corporation through TEAM to develop
the 20 prototypes to be delivered to ARINC Incorporated. A total of $227,000 has
been paid to Emergent and a total of $67,000 has been received by ARINC
Incorporated to offset the costs incurred to build the proof-of-concept
antennas. No expense has been incurred during the current quarter with respect
to Emergent. Interest on convertible debentures was $24,000 during the current
period as compared to $2,000 in the comparative period. During the current
period the Company paid $12,000 for a business plan as a one-time cost.
Liquidity
During the current period the Company financed its operations by completing a
units offering raising $140,000. This units offering is now complete and a total
of 675,600 units were issued and $1,182,300 was raised. Each unit contained one
share and one warrant to acquire one additional share at $1.75 expiring one year
from receipt of funds and at $2.25 expiring two years after. The Company
completed a financing agreement during the previous quarter with an Investment
Banker to issue a total of $5,000,000 in aggregate principal amount of units.
Each unit consists of a three year, 8% Convertible Redeemable Debenture in the
amount of $500,000 and a warrant to purchase 25,000 shares at a price not
exceeding $2.85 per share. The Company has received $500,000 from the exercise
of one unit and does not expect any additional units to be sold. A 6% commission
and a warrant for 5,000 shares at $2.85 was paid to Dutchess Capital Partners,
Inc. of New York, New York. A total of 82,584 shares have been issued upon the
conversion of $60,000 of convertible debentures.
The Company also received $67,000 from ARINC Incorporated which represents a
Fixed Price Agreement for CTHA Development and Prototypes. The Company is to
deliver 20 proof-of-concept antennas for further evaluation.
The Company has received $75,250 and issued 43,000 shares pursuant to warrants
exercised at $1.75 per share.
The Company has raised $39,875 towards a private placement of shares at $1.25
per share.
The Company has allotted 662,600 shares for the potential exercise of warrants
outstanding, which, if exercised, would total $1,192,550. The Company has
granted certain directors and employees options to acquire 821,500 shares
exercisable at prices between $0.25 and $3.00 per share. If all options are
exercised the Company would receive approximately $1,600,000.
The Company's current working capital deficit is $545,000. The Company will also
offer 200,000 units at $1.00 per unit (revised from $1.25 per unit) to raise a
further $200,000 of which $39,875 has been raised to date. Each unit will
contain one share and one warrant to acquire one additional share at $1.50 in
year one. The Company has also received funding from affiliated companies
amounting to $40,000 but can not expect this funding to continue. The Company
continues to rely on support of trade creditors until a substantial financing
can be completed with favourable terms to the Company.
-9-
PART II Other Information
Item 1. Legal Proceedings
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 Vanvoorheis, ("Plaintiff") seeks money damages and
equitable relief against the Company alleging patent infringement by
the Company for the CTHA. The Company has notified West Virginia
University ("WVU") of this claim and has contacted WVU to assist in
the defense. 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. Based upon the information
available to the Company at this time, the Company believes that the
Plaintiff's alleged claim of infringement is without legal or factual
basis.
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. The Company intends to vigorously defend
the Oregon Litigation. Dr. James Smith, the Chairman of the Board of
the Company, has been sued by Plaintiff in a third party complaint in
the West Virginia Litigation together with WVU and Integral Concepts,
Inc. Dr. Smith resigned as chairman of the board and a director of the
Company on November 9, 1998.
However if the Plaintiff in the Oregon Litigation is successful, it
could seriously affect the Company financially.
Item 2. Changes in Securities
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 8-K
27.1 - Financial Data Schedule
-10-
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 10, 1999 IAS COMMUNICATIONS, INC.
By: /s/ John G. Robertson
-----------------------------------------
John G. Robertson, President
(Principal Executive Officer)
By: /s/ Jennifer Lorette
-----------------------------------------
Jennifer Lorette, Chief Financial Officer
(Principal Financial Officer)
-11-