SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                          _______________________________

                                     FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                              THE SECURITIES ACT OF 1934

                       For the Fiscal Year Ended April 30, 2002

                              COMMISSION FILE NO. 0-21255


                                IAS COMMUNICATIONS, INC.
                              ----------------------------
           (Name of small business issuer as specified in its charter)

          OREGON                                            91-1063549
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                               1103 - 11871 HORSESHOE WAY
                       RICHMOND, BRITISH COLUMBIA V7A 5H5, CANADA
                     --------------------------------------------------
 (Address, including postal code, of registrant's principal executive offices)

                                    (604) 278-5996
                        (Telephone number including area code)

   Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

     Securities registered pursuant to Section 12(g) of the Exchange Act:

 Title of each class                  Name of each Exchange on which registered:
-------------------                   -----------------------------------------

Common Stock, no par value                   Over the Counter Bulletin Board

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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
[X] Yes  [ ]  No

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State the issuer's revenues for its most recent fiscal year: $3,134

<PAGE>
Page 2

The aggregate market value of the voting stock held by non-affiliates of the
registrant on July 31, 2002, computed by reference to the price at which the
stock was sold on that date: $116,094.

The number of shares outstanding of the registrant's Common Stock, no par value,
as of fiscal year ended April 30, 2002 and July 31, 2002 was 11,600,645.

Documents incorporated by reference: See Exhibits.

Transitional Small Business Disclosure Format (Check one): Yes ( ) No (X).

<PAGE>
Page 3



                               IAS COMMUNICATIONS, INC.

                                     FORM 10-KSB

                                  TABLE OF CONTENTS


PART I                                                                         4
    ITEM 1. DESCRIPTION OF BUSINESS                                            4
            BUSINESS DEVELOPMENT                                               4
            INDUSTRY BACKGROUND                                                4
            THE PRODUCT                                                        4
            COMPETITION                                                        5
            RAW MATERIALS AND PRINCIPAL SUPPLIERS                              5
            RISK FACTORS                                                       5
            PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS,
              ROYALTY AGREEMENTS, LABOR CONTRACTS, INCLUDING DURATION          8
            GOVERNMENTAL REGULATIONS                                          10
            DEPENDENCE ON CERTAIN CUSTOMERS                                   10
            RESEARCH AND DEVELOPMENT                                          10
            COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS           11
            NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES       11
    ITEM 2. DESCRIPTION OF PROPERTY                                           11
    ITEM 3. LEGAL PROCEEDINGS                                                 11
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              12
PART II   12
    ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          12
            DIVIDEND POLICY                                                   13
            RECENT SALES OF UNREGISTERED SECURITIES                           13
    ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS                                       13
            PLAN OF OPERATIONS                                                13
            LIQUIDITY AND CAPITAL RESOURCES                                   14
    ITEM 7: FINANCIAL STATEMENTS                                              15
    ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE                                        15
PART III   15
    ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT               15
    ITEM 10. EXECUTIVE COMPENSATION                                           17
    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   18
    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   20
    ITEM 13(b). REPORTS ON FORM 8-K.                                          22
SIGNATURES                                                                    23

<PAGE>
Page 4

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

IAS Communications, Inc. (referred to herein as "us, we, our") is a development
stage company incorporated in the state of Oregon in 1994. Our principal
business operations are conducted in Indiana and B.C. Canada. We are engaged in
the commercialization of advanced antenna technology known as the Contrawound
Toroidal Helical Antenna, (the "CTHA"), for wireless communications markets. 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. We have been granted world-wide
sublicensing rights for commercial applications, excluding military and
governmental applications, for the antenna. Emergent Technologies Corporation
("ETC") has the sublicense for military and governmental applications for the
CTHA technology.

INDUSTRY BACKGROUND

Antennas are one of the most important components of all Radio Frequency ("RF")
communication systems. RF engineering and Integrated Circuit Technology
("RFIC") are synonymous with today's antenna technology. Our business involves
RF and its integration into electronic circuitry. Many experts consider RF
engineering more of an art than a science. This is especially true today due to
ever increasing demands on a finite resource - the Radio Frequency Spectrum.

Companies that have made large up front investments for expanding their wireless
and mobile networks are demanding better technical solutions to problems in
signal transmission and reception. The wireless communications market includes
PCS and cellular (analog and digital) as well as numerous newer applications,
some of which have not yet made it to the drawing boards.

THE PRODUCT

The CTHA is a low profile antenna that can be as small as a postage stamp. The
size is dependent on the frequency for the application. Each application has an
assigned frequency according to the Federal Communications Commission (the
"FCC"), which controls the frequencies assigned to all wireless applications in
the USA.


Compared to traditional dipole and monopole antennas, the CTHA is much shorter
in height, yet its toroidal magnetic field is equivalent to the linear electric
field produced by other taller antennas. This makes CTHAs particularly excellent
candidates for low frequency broadcast transmission that otherwise require
prohibitively tall monopole structures above the earth ground plane.

APPLICATIONS

There are many applications that have been requested by several interested
parties. The small size and especially low profile make it well suited to both

<PAGE>
Page 5

commercial and military applications that would benefit from an inconspicuous
antenna package. These would include both land, air and sea vehicles.

COMPETITION

The market for antennas is highly competitive. There are numerous manufacturers
of antennas in the United States with substantially greater financial,
technical, marketing and other resources than ours. Patent research does not
reveal any competing technology.

RAW MATERIALS AND PRINCIPAL SUPPLIERS

All materials necessary to make the antenna are readily available in the
marketplace from a variety of suppliers.

RISK FACTORS

You should carefully consider the following risks and the other information in
this Report and our other filings with the SEC before you decide to invest in us
or to maintain or increase your investment.

The risks and uncertainties described below are not the only ones facing us.
Additional risks and uncertainties may also adversely impact and impair our
business. If any of the following risks actually occur, our business, results of
operations, or financial condition would likely suffer. In such case, the
trading price of our common stock could decline, and you may lose all or part of
your investment.

Developmental Stage Company. We were incorporated on December 13, 1994. We are
a development stage company. 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 we have suffered
recurring operating losses as is normal in development stage companies. We also
have a working capital deficit of $1,392,674. 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, receive funding from affiliates and controlling shareholders, and
develop a market for our products.

Lack of Diversification. Our business is presently limited to the sale of a
single product known as the Contrawound Toroidal Helical Antenna (the "CTHA").
Our lack of diversification links our success to the success of the CTHA, the
commercialization of which is still in the development stage. This lack of
diversity may increase the risks associated with our operations.

Limited Operating History. Before we can generate any significant revenues, we
will need to secure financing to fund operating expenses during the final stages
of development of the CTHA. Without this financing, we may not be able to
generate revenues in an amount sufficient to cover any or all future costs and
expenses. It is not likely that we will generate any significant revenues until
the development of commercial applications for the CTHA is complete and it is
accepted by the market. Even if we become profitable, we may not sustain or
increase our profits on a quarterly or annual basis in the future.

<PAGE>
Page 6

We have no significant assets or financial resources, and will, in all
likelihood, sustain operating expenses without corresponding revenues for a
period of time that cannot yet be determined. This may result in our continuing
to incur net operating losses which will increase continuously until we complete
the commercialization of the CTHA and begin to generate revenues that result in
a net profit to us.

Need for Additional Financing. We have experienced significant working capital
deficiencies and negative cash flows in the past. Our ability to continue in
business depends upon our continued ability to obtain working capital. Based on
our current operating plan, we will require additional financing in order to
continue operations and promote and market our products. Our ability to
continue in business depends upon our continued ability to obtain such
additional capital and financing. There can be no assurance that any such
financing would be available upon terms and conditions acceptable to us, if at
all. The inability to obtain additional financing in a sufficient amount when
needed and upon acceptable terms and conditions could have a material adverse
effect upon us. If additional funds are raised by issuing equity securities,
further dilution to existing or future shareholders is likely to result. If
adequate funds are not available on acceptable terms when needed, we may be
required to delay, scale back or eliminate our promotional and marketing
campaign or our development programs. Inadequate funding also could impair our
ability to compete in the marketplace and could result in its dissolution.

Competition. The market for antennas is highly competitive. There are numerous
manufacturers of antennas in the United States with substantially greater
financial, technical, marketing and other resources than the Issuer. Our
ability to compete successfully will require us to develop and maintain
technologically advanced products and services, attract and retain qualified
personnel and make significant sales. There can be no assurance that we will be
able to achieve these objectives. Failure to do so would have a material
adverse effect on our business, operating results and financial condition.
Furthermore, our potential products and services, if successfully developed,
will compete directly with other existing and subsequently developed products
using competing technologies. There can be no assurance that our competitors
will not succeed in developing or marketing technologies and products that are
more effective or commercially desirable than those developed or marketed by us
or that would render our technology and products non-competitive. Failure of
our products to compete successfully with products using competing technologies
will have a material adverse effect on our business, operating results and
financial condition.

Rapid Technological Changes could Adversely Affect Our Business. The market for
our antennae is characterized by rapidly changing technology, evolving industry
standards and changing customer demands. Accordingly, if we are unable to adapt
to rapidly changing technologies and to adapt our product to evolving industry
standards, our business will be adversely affected.

Dependence Upon Key Customers. Because we are only just beginning to sell
products derived from the CTHA technology, we are dependent on a small number of
major customers. Failure of the Issuer to maintain these customers or to
attract additional customers could have an adverse effect on our business.

Dependence Upon Key Personnel. The loss of the services of any of our
management or other key employees, for any reason, may have a materially adverse
effect on our prospects. We have not entered into any employment agreements with
any of our key employees and there is nothing preventing these persons from
departing at any time from employment with us. Although we believes that the
loss of these persons will not have a material adverse impact upon us, there can
be no assurance in this regard, nor any assurance that we will be able to find

<PAGE>
Page 7

suitable replacements. Furthermore, we do not maintain "key man" life insurance
on the lives of any of our directors or officers or other employees. To the
extent that the services of any of our key employee become unavailable, we will
be required to retain other qualified persons; however, there can be no
assurance that we will be able to employ qualified persons upon acceptable
terms.

Control by Current Insiders. Approximately 6,000,000 common shares, not
including currently exercisable options or warrants, are owned by current
affiliates and insiders representing control of approximately 52% of the total
voting power. Accordingly, the present insiders will continue to elect all of
our directors and generally control our affairs.

Uncertain Ability to Manage Growth. Our ability to achieve our planned growth
is dependent upon a number of factors including our ability to hire, train and
assimilate management and other employees, the adequacy of our financial
resources, our ability to identify and efficiently provide such new products and
services as our customers may require in the future and our ability to adapt our
own systems to accommodate expanded operations. In addition, there can be no
assurance that we will be able to achieve our planned expansion or that we will
be able to manage such expanded operations successfully. Failure to manage
anticipated growth effectively and efficiently could have a material adverse
effect on us.

Marketing. We will be required to develop a marketing and sales force that will
effectively demonstrate the advantages of our products. Our marketing and
selling experience to date is very limited. We may also elect to enter into
agreements or relationships with third parties regarding the commercialization
or marketing of our products. There can be no assurance that we will be able to
establish adequate sales and distribution capabilities, that we will be able to
enter into marketing agreements or relationships with third parties on
financially acceptable terms or that any third parties with whom we enter into
such arrangements will be successful in marketing our products.

Part-Time Management. Our present officers and directors have other full-time
or part-time positions for employers unrelated to us. As a result, some of our
officers and directors serve on an "as-needed" basis. The lack of full-time
management could have an adverse effect on us.

Dilution. Sales of additional equity securities through a traditional
underwritten offering or through private placement offerings may dilute, on a
pro rata basis, the value of our common shares. The grant and exercise of
warrants of creditors or otherwise or stock options would also likely result in
a dilution of the value of our common shares.

In addition, we may grant additional stock options or other forms of
equity-based incentive compensation to our management and/or employees to
attract and retain such personnel. We also may in the future offer equity
participation in connection with the obtaining of non-equity financing, such as
debt or leasing arrangements accompanied by warrants to purchase our equity
securities. Any of these actions could dilute the value of our common shares.

Dividend Policy. As of the date of this Form 10-KSB, we have not paid any
dividends on our common stock and we do not expect to declare or pay any
dividends on our common stock for the foreseeable future.

Possible Volatility of Securities Prices. The market price for our Common Stock
traded on the over-the-counter bulletin board has been highly volatile since it
began trading and will likely to continue to behave in this manner in the
future. Factors such as our operating results and other announcements regarding

<PAGE>
Page 8

our development work and business operations may have a significant impact on
the market price of our securities. Additionally, market prices for securities
of many smaller companies have experienced wide fluctuations not necessarily
related to the operating performance of the companies themselves.

Intellectual Property/Patent Litigation. Although the CTHA is the subject of
three patents (the "CTHA Patents"), we do not own any of them. We are the
sub-licensee of the owner of two of the three CTHA Patents. We were a named
party in a patent infringement lawsuit in the United States District Court for
the Northern District of West Virginia which has been stayed pending potential
appeal.

Anti-Takeover Provisions. At the present time, our Board of Directors has not
adopted any shareholder rights plan or any anti-takeover provisions in our
Charter or Bylaws.


PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS,
LABOR CONTRACTS, INCLUDING DURATION

We obtained the rights to the CTHA through a series of transactions. Dr. James
E. Smith ("Dr. Smith"), a tenured professor at West Virginia University ("WVU"),
directed the research and development of CTHA utilizing WVU's facilities and
funding. Under Dr. Smith's employment agreement with WVU, the patentable ideas
for the CTHA were assigned to West Virginia University Research Corporation
("WVURC") and became its property on April 12, 1994. An exclusive worldwide
license was granted by WVURC to Integral Concepts, Inc. (ICI"), a corporation
owned and controlled by Dr. Smith, to: (1) manufacture the CTHA and, (2)
sublicense others to manufacture, market, sell copies of, license and distribute
the CTHA (the "ICI License").

ICI entered into an option agreement with SMR Investment Ltd., ("SMR") a
corporation owned by Sue Robertson, the wife of John Robertson, the Company's
President, Chief Executive Officer and a member of the Board of Directors
("Robertson"), dated November 18, 1994, and amended December 16, 1994 (the
'Option Agreement"). The Option Agreement provided that ICI would issue a
sublicense to SMR for the CTHA subject to the payment of $250,000; a 3% royalty
from gross sales; and shares in a subsequent public entity. SMR and Robertson
organized the Company as a result. ICI retained all military and governmental
applications and resulting procurement interests. The contract period relating
to the three- percent royalty to be paid to ICI commences when sales are made by
us and continues during the life of the Option Agreement. The term of the
Option Agreement is perpetual as is the ICI License.

On December 13, 1994, we were assigned the rights to the Option Agreement by SMR
in consideration for $50,000 advanced by Access Information Services, Inc. (the
"Option Assignment"). Access Information Services, Inc. is a corporation owned
and controlled by Robertson.

On December 14, 1994, we issued 3,000,000 shares to Dr. Smith and 3,000,000
shares to Access Information Services Ltd. pursuant to the Option Assignment.
The value assigned to the 3,000,000 shares issued to Dr. Smith was a total of
$0.50 and the value assigned to the 3,000,000 shares issued to Access
Information Systems, Inc. was $0.50. These valuations of the 3,000,000 shares
issued to Dr. Smith and Access Information Systems, Inc. were arbitrarily
determined by our Board of Directors. The $250,000 paid to ICI was a one-time
payment.

<PAGE>
Page 9

On July 10, 1995, ICI granted an exclusive worldwide sublicense to us to: (1)
manufacture, sell copies of, sublicense and distribute the process and equipment
related to the design, construction and operation of the CTHA; and, (2) to
sublicense others to manufacture, sell copies of, license and distribute the
same, excluding all military and governmental applications and resulting
procurement interests (the "Sublicense"). The Sublicense was the culmination of
the agreements between ICI and SMR, and SMR and us. On December 27, 1995, SMR
assigned all of its rights and duties in the CTHA technology to us pursuant to
the Option Assignment. The term of the Sublicense, subject to compliance of the
terms thereof, is perpetual and requires the payment of a minimum annual royalty
of $3,000. Further, we will pay a royalty of l0% of the net revenues derived
from sales, leases or sublicenses of the CTHA technology less a credit for the
minimum royalty. In addition, we shall pay a royalty of 3% of the gross revenues
derived from the sales, leases or sublicenses of the CTHA technology.

The Sublicense was amended effective March 4, 1997, to (i) reduce the amount of
the royalty payable by us by 50% over the next 3 years, (ii) clarify that our
rights pertain to commercial applications, excluding military and governmental
applications, and (iii) enlarge the definition of Technology to include all
future enhancements to the CTHA technology developed by ICI, ETC, or us.

We entered into a Joint Venture Agreement ("JVA") with Emergent Technologies
Corporation (ETC) on March 4, 1997. The JVA required a new company to be
incorporated (TEAM) whereby we own 50% and ETC owns 50% of TEAM. Pursuant to a
voting agreement we can vote 100% of the shares of TEAM. The President of ETC is
the President of TEAM. TEAM was organized on June 4, 1997 under the laws of the
State of West Virginia. We retain the worldwide commercial sublicense rights to
the CTHA excluding all military and governmental applications.

The business purpose of TEAM was to cooperate in the research and development of
certain applications for the CTHA and to assemble and manufacture certain
products relating thereto. IAS was to buy product from TEAM at cost to
manufacture plus 30% for all commercial applications and ETC was to buy product
from TEAM at cost to manufacture plus 30% for all military applications. ETC
acquired the worldwide sublicense from ICI for all military and governmental
applications on January 2, 1997. TEAM is currently inactive.

WVURC received a patent for the CTHA in August 1995. Dr. Smith is a tenured
professor at WVU and conducts his research and development regarding the CTHA at
WVU's facilities. As a result, WVURC owns the patent rights to the CTHA that it
licensed to ICI. The ICI License provides that ICI can grant sublicenses of the
technology covered by the patent to third parties. On July 10, 1995, we were
issued the Sublicense by ICI, which was amended in March 1997.

On July 29, 1997, we announced that the second US patent had been granted on the
CTHA. This patent broadened the protection we already had for the CTHA by
encompassing several different geometry's not specifically covered by the first

patent.

RECENT LICENSES AND PROFESSIONAL SERVICE AGREEMENTS

We entered into a license agreement with Wherify Wireless, Inc. (formerly World
Tracking Technologies, Inc. ("Wherify") dated January 31, 2000. Wherify agreed
to grant a license to manufacture, use and resell a customized antenna for a
wireless system for tracking lost children, animals and electronic components.
We provided two sample antennas to Wherify for testing for a 30-day period.

<PAGE>
Page 10

Wherify completed the testing of the sample antennas and provided us with
written confirmation that one of the sample antennas was accepted and the second
GPS antenna was not suitable to Wherify. Wherify has not ordered any antennas
from us to date.

By way of an amending agreement dated February 24, 2000, (the "First Amending
License Agreement"), we proceeded with Wherify and consummated the license for
one of the antennas only.  If Wherify began commercial production of the
antennas within six months of the testing period, then exclusive rights
terminate, unless it pays us a minimum royalty of $250,000 within the first
year. If the minimum royalty payment is made, then we Company would extend the
deadline date for commencement of commercial production for up to one year. It
did not, and therefore did not obtain an exclusive license.

Pursuant to the terms of the license, the Company has been paid a non-
reoccurring engineering fee in the sum of $15,000.

Wherify was unable to produce and/or resell the minimum number of antennas as
setout in the First Amending License Agreement. The parties further amended the
license agreement on March 15, 2001 (the "Second Amending License Agreement"),
whereby we granted an extension for commencement of commercial production of the
and restructure the minimum royalty payment structure based on Wherify's best
estimate as to commencement of commercial production of the Antennas by August
2001. Wherify has not ordered the minimum number of antennas pursuant to our
agreement.

On December 10, 2001, we announced that Benjamin A. Culver was appointed as our
Vice President of Research & Development for the IAS CTHA antenna. However,
this agreement has been cancelled.

GOVERNMENTAL REGULATIONS

We believe there are no existing governmental guidelines for the antennas
currently being developed by us.

No governmental approval is necessary for the antenna other than meeting certain
frequency guidelines for the end users. The end user is required to meet
certain government specification for several wireless applications.

DEPENDENCE ON CERTAIN CUSTOMERS

Our due to the lack of capital, we are not able to manufacture and sell our
products. Accordingly, at this time, we are not dependent upon certain
customers.

RESEARCH AND DEVELOPMENT

We spent approximately $332,000 on research and development over the past two
years. Additional research and development of both a scientific and practical
nature is required to complete the commercialization of the CTHA. Due to the
lack of funds, no further research and development expenditures are
contemplated.

<PAGE>
Page 11

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

At the present time there is no direct financial or competitive effect upon our
business as a result of any need to comply with any federal, state or local
provisions which have been enacted or adopted regulating the discharge of
materials into the environment, or otherwise relating to the protection of the
environment.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES

In addition to our Officers, we currently employ no full-time employees and
utilize part-time employees as required.

ITEM 2. DESCRIPTION OF PROPERTY

Our executive offices are located at #1103-11871 Horseshoe Way, Richmond,
British Columbia V7A 5H5, and the telephone number is (604) 278-5996. We lease,
on a month-to-month basis, approximately 200 square feet of space at the
aforementioned office from SMR Investments. The monthly rent is $500.00.

ITEM 3. LEGAL PROCEEDINGS

To the best of the knowledge of our Officers and Directors, neither the Company
nor any of our Officers and Directors are parties to any material legal
proceeding or litigation other than as described below. Further, our Officers
and Directors know of no threatened or contemplated legal proceedings or
litigation other than as described below. None of our Officers and Directors has
been convicted of a felony and none has been convicted of any criminal offense,
felony or misdemeanor, relating to securities or performance in corporate
office. To the best of the knowledge of our Officers and Directors, no
investigations of felonies, misfeasance in office or securities investigations
are either pending or threatened at the present time.

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 our 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. We and WVU both claimed that the
technology covered by the patent is actually owned by WVU. We are 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
us, 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

<PAGE>
Page 12

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.

On May 16, 2000 we 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, we announced that by court order of the US
District Court the Northern District of West Virginia, the civil action between
IAS and Integral has been dismissed.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote by our security holders during the fourth
quarter of our fiscal year ended April 30, 2002.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock trades on the OTC Bulletin Board under the symbol "IASCA" where
it has traded since April 16, 1996. Our Common Stock has traded at between
$0.021 and $4.62 per share since April 16, 1996.

The following table sets forth the high and low prices for the Company's Common
Stock, as reported by Nasdaq Trading & Market Services for the quarters
presented. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions, and may not reflect actual transactions.


                                       Bid Price             Asked Price
                                    High $     Low $      High $     Low $
Quarter Ended July 31, 2000        1.5625      .65       1.625       .75
Quarter Ended October 31, 2000      .90625     .34375     .97        .41875
Quarter Ended January 31, 2001      .95        .25       1.03125     .3125
Quarter Ended April 30, 2001        .34375     .2         .53125     .21

Quarter Ended July 31, 2001         .26        .15        .27        .16
Quarter Ended October 31, 2001      .15        .08        .18        .08
Quarter Ended January 31, 2002      .345       .1         .35        .11
Quarter Ended April 30, 2002        .11        .02        .15        .04
Quarter Ended July 31, 2002         .055       .025        .07       .04

As of August 30, 2002, there were 11,600,645 shares of Common Stock outstanding,
held by 121 shareholders of record.

<PAGE>
Page 13


DIVIDEND POLICY

To date we have not paid any dividends on our Common Stock and do not expect to
declare or pay any dividends on such Common Stock in the foreseeable future.
Payment of any dividends will be dependent upon future earnings, if any, our

financial condition, and other factors as deemed relevant by our Board of
Directors.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of our
securities without registration during the past fiscal year. No such sales
involved of an underwriter and no commissions were paid in connection with the
sale of any securities. See the Balance Sheet and Note 1 to our audited
financial statements for the fiscal year ended April 30, 2002 for more
information on recent sales of unregistered securities.

During the fiscal year ended April 30, 2002, there were no shares issued in
connection with the exercise of warrants or stock options.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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 our 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. Our 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.

PLAN OF OPERATIONS

We were 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 that 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. We also
require a qualified antenna expert to be able to continue the development of the
CTHA.

As a development stage company, we devote most of our activities to establishing
this new business. Planned principal activities have produced insignificant
revenues and we have suffered recurring losses from inception, totaling
$6,540,807 and we have a working capital deficit of $1,392,674 which includes a
negative cash balance of $6,771. These factors raise substantial doubt about
our ability to continue as a going concern. Our ability to emerge from the

<PAGE>
Page 14

development stage with respect to our planned principal business activity is
dependent upon our successful efforts to raise additional equity financing and
develop additional markets for our products, identify additional licensees, and
receive ongoing support from the majority of our creditors.

Pursuant to an amended private placement which closed on May 31, 2002, we raised
$191,850 and will issue 959,250 units at $0.20 per unit. Each unit, when issued,
will consist of one common share and one share purchase warrant exercisable
within one year from receipt of subscription proceeds at $0.25 per share.

We may also raise additional funds through the exercise of warrants and stock
options, if exercised. Options with respect to 1,350,000 shares may be exercised
for potential proceeds of $270,000. These options are currently not in-the-money
and are unlikely to be currently exercised.

Results of Operation for the Year Ended April 30, 2002 ("2002") as compared to
the Year Ended April 30, 2001 ("2001")

During the latter part of 2000, through our agreement with
Information-Highway.com, Inc., we started selling ham radio antennas and TV
antennas over the Internet. Sales revenue amounted to $3,134 for 2002 as
compared to $20,000 for 2001. The net loss for 2002 was $752,000 compared to
$755,000 for 2001.

There was a decrease in gross profit to $1,700 during 2002 as compared to
$16,700 during 2001, a drop of $15,000 due to our reduced sales. Administrative
expenses decreased by $275,600. Professional fees decreased by $104,000. Travel
and promotion decreased by $5,000 to $400. Rent and secretarial decreased by
$50,000 to $20,500 from $70,600 in 2001 due to reduced secretarial requirements.
Investor relations activity decreased by $125,000 to $54,000 from $179,000 in
2001. Assets totaling $455,957 were written off in 2002.

Our net loss per share remained at $0.07 per share as a result of a slightly
lower net loss for the year and no change in outstanding shares.

LIQUIDITY AND CAPITAL RESOURCES

During 2002 we financed our operations and received $168,000 by:

(i)     receiving financial support from companies affiliated with our President
        in the amount of $135,000. These amounts are unsecured, non-interest
        bearing and due on demand.
(ii)   receiving share subscriptions in the amount of $33,000.

During 2002 we invested these funds as follows:

(i)     $10,000 of these funds was spent on acquiring capital assets.
(ii)    $7,000 of these funds was spent on patent protection costs in various
        jurisdictions.
(iii)   $149,000 of these funds was spent on operating activities as discussed
        above under Results of Operation for the year ended April 30, 2002 as
        compared to the year ended April 30, 2001.

Our cash position has increased by $1,000 to negative $7,000 and our working
capital deficit, as at April 30, 2002, is $1,393,000.

<PAGE>
Page 15

ITEM 7: FINANCIAL STATEMENTS

Our consolidated financial statements are included and begin immediately
following the signature page to this report. See Item 13 for a list of the
financial statements and financial statement schedules included.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth the name, age and position of each Executive
Officer, Director and Significant Employee of the Company:

Name                 Age    Position

John G. Robertson     61    Principal Executive Officer, President, Chairman of
                            the Board and Member of the Board of Directors
Jennifer Lorette      30    Secretary, Treasurer and Member of the Board of
                            Directors
James Vandeberg       58    Chief Operating Officer, Chief Financial Officer and
                            Member of the Board of Directors
Patrick Badgley       58    Vice President, Operations

All our Directors have served since the formation of the Company in December,
1994, except for James L. Vandeberg, who was appointed to the Board of Directors
in November, 1998. The Executive Officers were elected on February 4, 1995,
except for James L. Vandeberg, who was appointed as Chief Operating Officer on
August 1st, 1999. All officers currently devote part-time to our operations.

There are no family relationships between any director or executive officer and
any other director or executive officer.

John G. Robertson - President, Principal Executive Officer and a Member of the
Board of Directors

Mr. Robertson has been the President and Principal Executive Officer and a
Director of the Company since its formation. Mr. Robertson has been Chairman,
President and Chief Executive Officer of REGI U.S., Inc. since July 1992. Since
October 1984 Mr. Robertson has been President and a Director of Reg Technologies
Inc., a British Columbia corporation listed on the Canadian Venture Exchange
that has financed the research on the Rand Cam Engine since 1986. REGI U.S. is
controlled by Rand Energy Group, Inc., a British Columbia corporation of which
Reg Technologies Inc. is the majority shareholder. REGI U.S. owns the U.S.

<PAGE>
Page 16

rights to the Rand Cam (TM) technology and Rand Energy Group, Inc. owns the
worldwide rights exclusive of the U.S. Since June 1997 Mr. Robertson has been
President, Principal Executive Officer and a Director of Information-
Highway.com, Inc., a Florida corporation traded on the PinkSheets, and its
predecessor. He is also the President and Founder of Teryl Resources Corp., a
public company trading on the Canadian Venture Exchange involved in gold,
diamond, and oil and gas exploration. He is also President of LinuxWizardry
Systems, Inc., a public company trading on the OTC Bulletin Board. Since May
1977 Mr. Robertson has been President and a member of the Board of Directors of
SMR Investments Ltd., a British Columbia corporation engaged in the business of
management and investment consulting.

James L. Vandeberg - Chief Operating Officer, Chief Financial Officer and a
Member of the Board of Directors

Mr. Vandeberg became a Director of the Company in November 1998 and its Chief
Operating Officer in August 1999. Mr. Vandeberg is a partner in the Seattle,
Washington law firm of Ogden Murphy Wallace. He has served as our legal counsel
since 1996. Mr. Vandeberg's practice focuses on the corporate finance area, with
an emphasis on securities and acquisitions. Mr. Vandeberg was previously general
counsel and secretary of two NYSE companies and is a director of Information-
Highway.com, Inc., a Florida corporation traded on the Pink Sheets. He is also a
director of REGI U.S., Incan Oregon corporation traded on the OTC bulletin board
since November 1999. Mr. Vandeberg is also a director of LinuxWizardry Systems,
Inc., which is traded on the OTC bulletin board. Mr. Vandeberg is also a
director of Cyber Merchants Exchange, Inc. since May 2001. He is a member and
former director of the American Society of Corporate Secretaries. He became a
member of the Washington Bar Association in 1969 and of the California Bar
Association in 1973. Mr. Vandeberg graduated cum laude from the University of
Washington with a Bachelor of Arts degree in accounting in 1966, and from New

York University School of Law in 1969, where he was a Root-Tilden Scholar.

Jennifer Lorette - Secretary/Treasurer and a Member of the Board of Directors

Ms. Lorette is a founder, and has been Secretary/Treasurer, Principal Financial
Officer and Principal Accounting Officer of the Company since February 1995.
Since June 1994 Ms. Lorette has been Vice President and director of REGI U.S.,
Inc., an Oregon corporation traded on the OTC bulletin board. Since April 1994
she has also been Vice President of Administration and Secretary for Reg
Technologies, Inc., a British Columbia corporation listed on the Canadian
Venture Exchange that has financed the research on the Rand Cam Engine since
1986. REGI U.S. is controlled by Rand Energy Group, Inc., a British Columbia
corporation of which Reg Technologies Inc. is the majority shareholder. Since
June 1997 Ms. Lorette has been Executive Vice President and a Director of
Information-Highway.com, Inc., a Florida corporation traded on the PinkSheets,
and its predecessor. Since June 1994 Ms. Lorette has also been Vice President
and Secretary of LinuxWixardry Stystems, Inc. Since November 1997 Ms. Lorette
has been Vice President of Teryl Resources Corp., a public company trading on
the Canadian Venture Exchange involved in gold, diamond, and oil and gas
exploration. She also became a director in February 2001.

Patrick Badgley - Vice President, Operations

Mr. Badgley is a founder of the Company. Since February 1994, Mr. Badgley has
been a Vice President of REGI U.S., Inc., an Oregon corporation traded on the
OTC bulletin board.  Since July 1993 he has been a Director of Reg Technologies

<PAGE>
Page 17

Inc., a British Columbia corporation listed on the Canadian Venture Exchange.
REGI U.S. is ultimately controlled by Reg Technologies Inc. From November 1986
to February 1994, Mr. Badgley was the Director of Research and Development for
Adiabatics, Inc., an Indiana corporation, which was engaged in the business of
advanced engine concepts. Mr. Badgley holds a Bachelor of Mechanical
Engineering degree from the Ohio State University, Columbus, Ohio.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 furnished to us, other than James
Vandeberg, and Patrick Badgley, who furnished no Forms to us during the year, no
officer, director or beneficial owner of more than ten percent of our Common
Stock failed to file on a timely basis reports required to be filed by Section
16(a) of the Exchange Act during the most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

None of our executive officers had an annual salary and bonus in excess of
$100,000 during the past fiscal year. Mr. Robertson was previously granted
350,000 options which have been cancelled and replaced with options to purchase
1,000,000 shares of common stock at $0.20 share and which expire on November 20,
2006.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Name and Principal    Year                     Annual Compensation                          Long-Term Compensation
Position
                         ----------------------------------------------------------------------------------------------------------
                                                                                       Awards                    Payouts
                         ----------------------------------------------------------------------------------------------------------
                                                                                               Securities
                          Salary           Bonus       Other Annual       Restricted Stock     Underlying     LTIP(2)  All Other
                            ($)             ($)        Compensation          Award(s)           Options/      Payout  Compensation
                                                            ($)                 (#)             SARs (#)        ($)       ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>    <C>            <C>           <C>               <C>                <C>               <C>      <C>
John G. Robertson,   2002   Nil            Nil           48,000 (3)        Nil                1,000,000         Nil      Nil
President and CEO    2001   Nil            Nil           48,000 (3)        Nil                Nil               Nil      Nil
                     2000   Nil            Nil           48,000 (3)        Nil                Nil               Nil      Nil
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   "SARS" or "stock appreciation right" means a right granted by US, as
      compensation for services rendered, to receive a payment of cash or an
      issue or transfer of securities based wholly or in part on changes in the
      trading price of our publicly traded securities.

(2)   "LTIP" or "long term incentive plan" means any plan which provides
      compensation intended to serve as incentive for performance to occur over
      a period longer than one financial year, but does not include option or
      stock appreciation right plans or plans for compensation through
      restricted shares or restricted share units.

(3)   Access Information Services, Inc., a Washington corporation which is
      owned and controlled by the Robertson Family Trust, the beneficiary of
      which is Kelly Robertson, daughter of John G. Robertson, received or is to
      receive $2,500 per month from us for management services provided to us
      and rent in the sum of $1,500 per annum. Mr. Robertson is a trustee of the
      Robertson Family Trust. A management fee of $2,500.00 per month is accrued
      for payment to Access Information Services, Inc., a corporation controlled
      by the Robertson Family Trust, the beneficiary of which is Kelly
      Robertson, daughter of John G. Robertson. Further, the sum of $1,500.00
      per month is accrued for payment to Access Information Services, Inc. for
      rent and secretarial services.

No other compensation is paid to any of our Executive Officers or Directors. We
may in the future create retirement, pension, profit sharing, insurance and
medical reimbursement plans covering our Officers and Directors. At the present
time, we have no such plans. No advances have been made or are contemplated by
us to any of our Officers or Directors.

<PAGE>
Page 18


150,000 options granted to Mr. Robertson expired on December 31, 2001. The
200,000 options granted to Mr. Robertson during fiscal year 1999, were
cancelled. On November 20, 2001, Mr. Robertson was granted a new stock option
for 1,000,000 common shares at a price of $0.20 per share expiring November 20,
2006.

The following table sets forth certain information concerning exercises of stock
options pursuant to stock option plans by the named Executive Officers during
the year ended April 30, 2002, and stock options held at year end.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                               Number of
                                                                              Unexercised           Value of
                                                                               Options at         Unexercised
                                                                                Year End     Options at Year End (1)
                                 Shares Acquired                              Exercisable /      Exercisable /
       Name                      On Exercise (#)    Value realized ($)        Unexercisable      Unexercisable

--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                   <C>                     <C>
John G. Robertson                        -0-              -0-                   1,000,000               -0-
--------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) The calculation of the value of unexercised options is based on the
difference between the last sale price of $0.021 per share for our Common Stock
on April 30, 2002, and the exercise price of each option ($0.20), multiplied by
the number of shares covered by the option.

We do not have any Long Term Incentive Plans.

We do not have any employment contracts, termination of employment and change of
control arrangements.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 31, 2002, our outstanding Class A
Common Stock owned of record or beneficially by each person who owned of record,
or was known by us to own beneficially, more than 5% of our Common Stock, and
the name and shareholdings of each Executive Officer and Director and all
Executive Officers and Directors as a group. A person is deemed to be the
beneficial owner of securities that can be acquired by such person within 60
days from the date of this report upon the exercise of warrants or options. Each
beneficial owner's percentage ownership is determined by assuming that options
that are held by such person and which are exercisable within 60 days from the
date are exercised.

<PAGE>
Page 19

                                                                  Percentage of
                                             Class A Shares       Class A Shares
    Name                                         Owned                Owned

John G. Robertson, President and                4,313,675              37.2%
member of the Board of Directors(1)(2)
Dr. James Smith [3]  **                         2,712,680              23.4%
Access Information Services, Inc.[4]            3,269,375              28.2%
Robertson Family Trust [5]                      3,269,375              28.2%
Jennifer Lorette Secretary/Treasurer[1][7]        146,000               1.3%
James L. Vandeberg [1][6], Chief                  100,000               *
 Operating Officer, Chief Financial                   nil               nil
 Officer and Member of the Board of
 Directors

Patrick Badgley,[1][8] Vice President,
 Operations

ALL EXECUTIVE OFFICERS & DIRECTORS              4,559,675              40.17%
AS A GROUP (FOUR INDIVIDUALS)(7)

*  Less than one percent

Except as noted below, all shares are held beneficially and of record and each
record shareholder has sole voting and investment power.

[1] These individuals are our Executive Officers and Directors and may be
deemed to be our "parents or founders" as that term is defined in the Rules and
Regulations promulgated under the Securities Act of 1933, as amended.

[2] Includes 3,000,000 shares registered in the name of Access Information
Services, Ltd., a corporation controlled by the Robertson Family Trust, and
269,875 shares held by Access Information Services Inc., and 1,000,000 options
that are currently exercisable. Mr. Robertson is one of three trustees of the
Robertson Family Trust, which acts by the majority vote of the three trustees.
Mr. Robertson disclaims beneficial ownership of the shares owned or controlled
by the Robertson Family Trust. Mr. Robertson's address is the same as our
address.

[3] Dr. Smith's address is Route 4, Box E36, Bruceton Mills, WV 26525. ** This
information provided by the Company's transfer agent, The Nevada.Agency and
Trust Co.

[4] Access Information Services is a corporation owned by the Robertson Family
Trust. Its address is 1103 - 11871 Horseshoe Way, Richmond, British Columbia V7A
5H5, Canada.

[5] Includes 3,000,000 shares owned of record by Access Information Services, a
corporation owned by the trust. The address of the Robertson Family Trust is
1103 - 11871 Horseshoe Way, Richmond, British Columbia V7A 5H5, Canada.

[6] Includes 100,000 options that are currently exercisable. Mr. Vandeberg's
address is Ogden Murphy Wallace, P.L.L.C., 1601 Fifth Avenue, Suite 2100,
Seattle, Washington 98101-1686.

<PAGE>
Page 20

[7] Includes 100,000 options that are currently exercisable. Ms. Lorette's
address is the same as our address.

[8] Mr. Badgely's address is 2815 Franklin Drive, Columbus, Indiana, 47201.

[9] Includes 3,000,000 shares registered in the name of Access Information
Services, Inc., a corporation controlled by the Robertson Family Trust, and
1,000,000 options that are currently exercisable. Mr. Robertson is one of three
trustees of the Robertson Family Trust, which acts by the majority vote of the
three trustees. Mr. Robertson disclaims beneficial ownership of the shares owned
or controlled by the Robertson Family Trust.

CHANGES IN CONTROL

We know of no arrangements the operation of which may result in a change of our
control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Integral Concepts, Inc. ("ICI"), holder of the exclusive worldwide license to
the CTHA technology, entered into an option agreement with SMR Investments Ltd.
("SMR"), a corporation owned by Sue Robertson, the wife of Mr. Robertson, dated
November 18, 1994, and amended December 16, 1994 (the "Option Agreement"). The
Option Agreement provided that ICI would issue a sublicense to SMR for the CTHA
subject to the payment of $250,000; a 3% royalty from gross sales; and a
subsequent public entity to be established. We were organized by SMR and
Robertson as a result. ICI retained all military applications and resulting
procurement interests. The contract period relating to the three percent royalty
to be paid to ICI commences when sales are made by us and SMR and continue
during the life of the Option Agreement. The term of the Option Agreement is
perpetual as is the ICI License.

On December 13, 1994, SMR assigned us the rights to the Option Agreement in
consideration of $50,000 advanced by Access Information Services, Inc. (the
"Option Assignment"). Access Information Services, Inc. is a corporation owned
and controlled by the Robertson Family Trust.

On December 14, 1994, we issued 3,000,000 Class A Shares to Access Information
Services, Inc., pursuant to the Option Assignment. The value assigned to the
3,000,000 Class A common shares issued to Access Information Services Inc. was
$0.50. The valuation of the 3,000,000 shares issued to Access Information
Services, Inc. was arbitrarily determined by our Board of Directors. The
$250,000 has been paid to ICI and was a one time payment.

On July 10, 1995, ICI entered into the Sublicense wherein ICI granted to us the
exclusive worldwide right to manufacture, sell copies of, sublicense and
distribute the process and equipment related to the design, construction and
operation of the CTHA and to further sublicense others the rights to
manufacture, sell copies of, license and distribute the same, excluding all
military applications and procurement interests. The Sublicense was the
culmination of the agreement between ICI and SMR, and SMR and us. On December
27, 1995, SMR assigned us all of its rights and duties in the CTHA technology.
The purpose of this assignment was to assign any and all rights or duties which
may have been held by SMR as a result of the Option Agreement, it being
understood that the Option Agreement was nothing more than an agreement in
principle. The term of the Sublicense is perpetual and requires the payment of a
minimum annual royalty of $3,000. Further, we will pay a royalty of 10% of the

<PAGE>
Page 21

net revenues derived from sales, licenses or sublicenses of the CTHA technology
with a credit for the minimum royalty. In addition we shall pay a royalty of 3%
of the gross revenues derived from the sales, licenses or sublicenses of the
CTHA technology.

We amended the Sublicense with ICI in March 1997 to clarify the applications of
CTHA technology subject to our sublicense. As amended, we have exclusive rights
to all commercial applications. Emergent Technologies Corporation ("ETC") has
the exclusive rights to all governmental and military applications for the CTHA
antenna. In consideration for the amendment, we received a 50% reduction in
royalties to be paid to ICI over a three year period plus an enlarged definition
of Technology to include all future enhancements to the CTHA technology.
To date, there have not been any transactions between us and our officers,
directors, principal shareholders or affiliates other than as set forth above.
We believe that the transactions described here were on terms more favorable to
our officers, and directors, than otherwise could be obtained if such
transactions were with non-related parties.

<PAGE>
Page 22

ITEM 13(a). EXHIBITS.

Number      Description

 3.1        Articles of Incorporation                                        (1)
 3.2        Article of Amendment                                             (1)
 3.3        By-Laws                                                          (1)
 4.1        Specimen Share Certificate for Class A Shares                    (1)
 4.2        Specimen Share Certificate for Class B Shares                    (1)
 4.3        Specimen Warrant                                                 (2)
99.1        Marketing Agreement between IAS and
            Information Highway.com, Inc.                                    (3)
99.2        Professional Service Agreement between IAS and
            Cadence Design Systems, Inc.                                     (3)
99.3        Consulting Agreement between IAS and
            Capital Research Group Inc.                                      (3)
99.4        License Agreement between IAS and World
            Tracking Technologies, Inc.                                      (3)
99.5        Amendment to License Agreement between IAS
            and World Tracking Technologies, Inc.                            (3)
10.6        License Agreement between IAS and ARINC Incorporated             (3)
10.7        Renewal Lease Agreement for Kokomo, Indiana Facilities           (3)
10.8        Amendment No.2 to License Agreement between IAS
            and Wherify Wireless, Inc. (formerly "World Tracking
            Technologies, Inc.")                                             (4)
99.1        Consent of Manning Elliott
99.2        Certification of John Robertson, Chief Executive Officer,
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
            Section 906 of Sarbanes - Oxley Act of 2002
99.3        Certificate of James Vandeberg, Chief Financial Officer
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
            Section 906 of Sarbanes - Oxley Act of 2002
____________


(1) Incorporated by reference from Form S-1 Registration Statement (33-92592).
(2) Incorporated by reference from Form 10-KSB for Fiscal Year 1998.
(3) Incorporated by reference from Form 10-KSB for Fiscal Year 2000.
(4) Incorporated by reference from Form 10-KSB for Fiscal Year 2001.


ITEM 13(b). REPORTS ON FORM 8-K.
None.

<PAGE>
Page 23

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report or amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

IAS COMMUNICATIONS, INC.

By: /s/ John G. Robertson
-----------------------------
John G. Robertson, President
Chief Executive Officer and Director

Dated: September 16, 2001

In accordance with the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities indicated as of September 16, 2001.

Signature                    Title                                       Date
---------                    -----                                       -----

/s/ John G. Robertson        Chairman of the Board, President,           9/16/01
---------------------
(John G. Robertson)          Chief Executive Officer and Director


/s/James Vandeberg           Chief Operating Officer and                 9/16/01
---------------------
(James Vandeberg)            Chief Financial Officer and Director


/s/ Jennifer Lorette         Secretary and Director                      9/16/01
---------------------
(Jennifer Lorette)



<PAGE>
Page 1

Item 7:   Financial Statements
------------------------------

Independent Auditor's Report

Balance Sheets as of April 30, 2002 and 2001

Statements of Operations accumulated from December 13, 1994 (Inception)
  to April 30, 2002 and the years ended April 30, 2002 and 2001

Statements of Cash Flows accumulated from December 13, 1994 (Inception)
  to April 30, 2002 and the years ended April 30, 2002 and 2001

Statement of Shareholders' Equity accumulated from December 13, 1994 (Inception)
  to April 30, 2002

Notes to the Financial Statements


<PAGE>
Page 2


                          IAS Communications, Inc.

                       (A Development Stage Company)

                            Financial Statements

                            For the Years Ended

                          April 30, 2002 and 2001



<PAGE>
Page 3

<TABLE>
<CAPTION>
<S><C>
M A N N I N G  E L L I O T T                 11th floor, 1050 West Pender Street, Vancouver, BC, Canada V6E 3S7

C H A R T E R E D  A C C O U N T A N T S     Phone: 604.714.3600  Fax: 604.714.3669  Web: manningelliott.com
</TABLE>





                     Independent Auditors' Report
                     ----------------------------


To the Stockholders and Board of Directors
of IAS Communications, Inc.
(A Development Stage Company)


We have audited the accompanying balance sheets of IAS Communications, Inc. (a
Development Stage Company) as of April 30, 2002 and 2001 and the related
statements of operations, stockholders' deficit and cash flows for the period
from December 13, 1994 (inception) to April 30, 2002 and the years ended April
30, 2002 and 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of the Company as at April 30, 2002
and 2001 and the results of its operations and its cash flows for the period
from December 13, 1994 (inception) to April 30, 2002 and the years ended April
30, 2002 and 2001 in conformity with generally accepted accounting principles in
the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated significant revenues or profitable
operations since inception and has a working capital deficit. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also discussed in
Note 1. The financial statements do not include any adjustments which might
result from the outcome of this uncertainty.




CHARTERED ACCOUNTANTS

Vancouver, Canada

September 12, 2002


<PAGE>
Page 4


IAS Communications, Inc.
(A Development Stage Company)
Balance Sheets
April 30, 2002 and 2001


                                                            2002         2001
                                                              $            $

                                     Assets

Current Assets

   Inventory                                                  -          29,584
   Prepaid expenses and other current assets                 3,541       66,186
-------------------------------------------------------------------------------
                                                             3,541       95,770

Property, Plant and Equipment (Note 3)                       1,822       28,637

License and Patent Protection Costs (Note 4)                  -         422,968
-------------------------------------------------------------------------------
                                                             5,363      547,375
===============================================================================

                     Liabilities and Stockholders' Deficit

Current Liabilities

   Cheques issued in excess of funds on deposit              6,771        7,878
   Accounts payable                                        485,700      453,564
   Accrued liabilities (Note 6(c))                          93,839       82,375
   Due to related parties (Note 7)                         781,405      650,089
   Convertible debentures (Note 5)                          25,000       25,000
-------------------------------------------------------------------------------
                                                         1,392,715    1,218,906
-------------------------------------------------------------------------------

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                4,961,605    4,961,605
                       authorized without
                       par value; 11,600,645
                       shares issued and
                       outstanding

                     - paid for but unissued               191,850      155,350
                       (959,250 shares)

Class "B" non-voting - 100,000,000 shares                     -            -
                       authorized without
                       par value; none issued

Deficit Accumulated During the Development Stage        (6,540,807)  (5,788,486)
-------------------------------------------------------------------------------
                                                        (1,387,352)    (671,531)
-------------------------------------------------------------------------------
                                                             5,363      547,375
===============================================================================


The accompanying notes are an integral part of these financial statements


<PAGE>
Page 5

IAS Communications, Inc.
(A Development Stage Company)
Statements of Operations
Accumulated from December 13, 1994 (Inception)
to April 30, 2002 and the years ended April 30, 2002 and 2001

<TABLE>
<CAPTION>

                                                   Accumulated from
                                                   December 13, 1994
                                                  (Date of Inception)
                                                   to April 30, 2002         2002                2001
                                                           $                   $                   $
<S>                                                 <C>                  <C>                  <C>
Revenue                                                61,493                 3,134               20,269

Cost of Sales                                          28,787                 1,392                3,599
--------------------------------------------------------------------------------------------------------
Gross Profit                                           32,706                 1,742               16,670
--------------------------------------------------------------------------------------------------------

Expenses (Schedule)

General and Administration                          3,344,113               230,464              506,084
Selling and Marketing                                  62,972                  -                   1,692
Research and Development                            2,710,471                67,642              264,300
Assets written down                                   455,957               455,957                 -
--------------------------------------------------------------------------------------------------------
                                                    6,573,513               754,063              772,076
--------------------------------------------------------------------------------------------------------
Net Loss                                            6,540,807               752,321              755,406
========================================================================================================

Net Loss Per Share                                                            (0.07)               (0.07)
========================================================================================================

Weighted Average Shares Outstanding                                      11,600,645           11,493,000
========================================================================================================
</TABLE>

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

The accompanying notes are an integral part of these financial statements


<PAGE>
Page 6

IAS Communications, Inc.
(A Development Stage Company)
Statements of Cash Flows
Accumulated from December 13, 1994 (Inception)
to April 30, 2002 and the years ended April 30, 2002 and 2001



<TABLE>
<CAPTION>

                                                   Accumulated from
                                                   December 13, 1994
                                                  (Date of Inception)
                                                   to April 30, 2002         2002                2001
                                                           $                   $                   $
<S>                                                <C>                     <C>                  <C>
Cash Flows to Operating Activities



Net loss                                           (6,540,807)             (752,321)            (755,406)

   Adjustments to reconcile net loss to cash
   Gain on shares cancelled                               (10)                 -                    -
   Depreciation and amortization                      187,286                40,141               41,117
   Shares issued/to be issued for services            556,050                  -                  56,952
   Shares issued for convertible debenture
     interest                                          18,786                  -                    -
   Write-down of inventory                             28,615                28,615                 -
   Write-down of capital assets                        22,794                22,794                 -
   Write-down of license and patent protection
     costs                                            404,548               404,548                 -

Change in non-cash working capital items
   Decrease (increase) in prepaid expenses and
     other current assets                              (3,542)               62,644               87,602
   Increase in inventory                              (28,615)                  969               (6,979)
   Increase in accounts payable and accrued
     liabilities                                      735,243                43,600               67,306
--------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities              (4,619,652)             (149,010)            (509,408)
--------------------------------------------------------------------------------------------------------
Cash Flows to Investing Activities
   Increase in capital assets                         (99,626)              (10,459)              (4,653)
   Increase in licence                               (250,000)                 -                    -
   Increase in patent protection costs               (266,822)               (7,240)             (68,845)
--------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                (616,448)              (17,699)             (73,498)
--------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
   Increase in subscription for common shares         191,850                36,500              155,350
   Increase in common stock                         3,856,074                  -                    -
   Proceeds from (redemption of) convertible
     debentures                                       400,000                  -                    -
   Advances from related parties                      781,405               131,316              438,124
--------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities           5,229,329               167,816              593,474
--------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash                            (6,771)                1,107               10,568

Cash - Beginning of Period                               -                   (7,878)             (18,446)
--------------------------------------------------------------------------------------------------------
Cash - End of Period                                   (6,771)               (6,771)              (7,878)
========================================================================================================
Non-Cash Financing Activities

Shares issued for property                                  1                  -                    -
Shares issued to an officer donated back
  and cancelled                                           (10)                 -                    -
Shares issued to settle debt                          211,781                  -                 211,781
Shares issued for convertible debentures
  and accrued interest converted                      394,661                  -                  10,875
Shares issued for services                            499,098                  -                    -
--------------------------------------------------------------------------------------------------------
                                                    1,105,531                  -                 222,656
========================================================================================================


Supplemental disclosures:
  Interest paid with cash                                -                     -                   2,187
  Income tax paid with cash                              -                     -                    -
</TABLE>


The accompanying notes are an integral part of these financial statements


<PAGE>
Page 7

IAS Communications, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
Accumulated from December 13, 1994 (Inception)
to April 30, 2002

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                                             Common             During the
                                                                              Stock             Development
                                                         Shares              Class "A"             Stage
                                                           #                   $                   $
<S>                                                 <C>                   <C>                 <C>
Balance - December 13, 1994 (Inception)                  -                     -                    -

Shares issued for cash                                    100                    10                 -

Shares issued for property                          6,000,000                     1                 -

Shares issued for cash pursuant to:
   a private placement                                700,000                70,000                 -
   a public offering memorandum                       336,333               252,250                 -

Net loss for the period                                  -                     -                 (83,615)
--------------------------------------------------------------------------------------------------------

Balance - April 30, 1995                            7,036,433               322,261              (83,615)

Shares previously issued, donated back and
  cancelled                                              (100)                  (10)                -

Shares issued for cash pursuant to options
  exercised                                           210,000                52,500                 -

Net loss for the year                                    -                     -                (480,298)
--------------------------------------------------------------------------------------------------------

Balance - April 30, 1996                            7,246,333               374,751             (563,913)

Shares issued for cash pursuant to:
   a private placement                                722,000             1,124,500                 -
   options exercised                                  224,000               140,500                 -

Shares issued for services                             25,000                 8,333                 -

Net loss for the year                                    -                     -              (1,044,516)
--------------------------------------------------------------------------------------------------------

Balance - April 30, 1997                            8,217,333             1,648,084           (1,608,429)

Shares issued for cash pursuant to:
   a public offering memorandum                       263,667               197,750                 -
   options exercised                                   87,500                26,875                 -
   a private placement                                  7,000                15,750                 -
   a private placement and foreign units
     offering                                         575,600             1,007,300                 -

Shares issued for services                            169,250               260,125                 -

Net loss for the year                                    -                     -              (1,633,047)
--------------------------------------------------------------------------------------------------------
Balance - April 30, 1998                            9,320,350             3,155,884           (3,241,476)
--------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements


<PAGE>
Page 8

IAS Communications, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
Accumulated from December 13, 1994 (Inception)
to April 30, 2002
<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                                             Common             During the
                                                                              Stock             Development
                                                         Shares              Class "A"             Stage
                                                           #                   $                   $
<S>                                                <C>                    <C>                 <C>
Carryforward balance - April 30, 1998               9,320,350             3,155,884           (3,241,476)

Shares issued for cash pursuant to:
   options exercised                                    2,000                   500                 -
   a private placement and foreign units
     offering                                          95,000               166,250                 -
   a private placement                                200,000               200,000                 -
   exercise of warrants                                43,000                84,000                 -

Shares issued for services                            132,000               230,640                 -

Shares issued pursuant to conversion of
  convertible debentures including accrued
  interest                                            471,508               345,520                 -

Net loss for the year                                    -                     -              (1,219,435)
--------------------------------------------------------------------------------------------------------

Balance - April 30, 1999                           10,268,858             4,182,794           (4,460,911)

Shares issued for cash pursuant to:
   a private placement                                968,902               484,451                 -
   options exercised                                    2,500                 2,500                 -
   warrants exercised                                  18,125                30,938                 -

Shares issued pursuant to conversion of
  convertible debentures including
  accrued interest                                     62,854                38,266                 -

Net loss for the year                                    -                     -                (572,169)
--------------------------------------------------------------------------------------------------------

Balance - April 30, 2000                           11,321,239             4,738,949           (5,033,080)

Shares issued to settle debt                          267,048               211,781                 -

Shares issued pursuant to conversion
  of convertible debentures including
  accrued interest                                     12,358                10,875                 -

Net loss for the year                                    -                     -                (755,406)
--------------------------------------------------------------------------------------------------------

Balance - April 30, 2001                           11,600,645             4,961,605           (5,788,486)

Net loss for the year                                    -                     -                (752,321)
--------------------------------------------------------------------------------------------------------

Balance - April 30, 2002                           11,600,645             4,961,605           (6,540,807)
========================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements



<PAGE>
Page 9

IAS Communications, Inc.
(A Development Stage Company)
Schedules of Expenses
Accumulated from December 13, 1994 (Inception)
to April 30, 2002 and the years ended April 30, 2002 and 2001

<TABLE>
<CAPTION>

                                                   Accumulated from
                                                   December 13, 1994
                                                  (Date of Inception)
                                                   to April 30, 2002         2002                2001
                                                           $                   $                   $
<S>                                                 <C>                     <C>                  <C>
Expenses

   General and Administration

   Bad debts                                            1,250                 1,250                 -
   Bank charges                                         7,678                   954                2,168
   Business plan                                       55,429                  -                    -
   Debenture financing fees                            49,199                  -                    -
   Depreciation                                        17,117                 5,219                4,811
   Interest on convertible debentures                  45,881                 3,063                2,295
   Investor relations - publications                  383,127                  -                   1,805
   Investor relations - consulting                    639,723                54,284              177,171
   Management fees                                    337,500                30,000               30,000
   Office, postage and courier                        190,871                26,877               18,532
   Premium on cash redemption of convertible
     debentures                                        29,790                  -                    -
   Professional fees                                  932,501                74,787              178,923
   Rent and secretarial                               336,946                20,545               70,595
   Telephone                                           98,157                 2,616                3,068
   Transfer agent and regulatory                       86,128                10,485               11,597
   Travel and promotion                               149,315                   389                5,358
   Less interest income                               (16,499)                   (5)                (239)
--------------------------------------------------------------------------------------------------------
                                                    3,344,113               230,464              506,084
--------------------------------------------------------------------------------------------------------

Selling and Marketing

   Advertising                                         62,972                  -                   1,692
--------------------------------------------------------------------------------------------------------

Research and Development

   Royalty                                             23,500                 4,500                3,000
   Consulting                                         627,913                22,406              208,844
   Depreciation and amortization                      170,169                34,922               36,306
   Market awareness and development                    60,000                  -                    -
   Subcontracts                                     2,396,388                 5,814               16,150
   Less contributions by a joint venture partner     (363,718)                 -                    -
   Less engineering contributions by licensees       (203,781)                 -                    -
--------------------------------------------------------------------------------------------------------
                                                    2,710,471                67,642              264,300
--------------------------------------------------------------------------------------------------------
Assets written-down

   Write-down of inventory                             28,615                28,615                 -
   Write-down of capital assets                        22,794                22,794                 -
   Write-down of license and patent protection
     costs                                            404,548               404,548                 -
--------------------------------------------------------------------------------------------------------
                                                      455,957               455,957                 -
--------------------------------------------------------------------------------------------------------

                                                    6,573,513               754,063              772,076
========================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements



<PAGE>
Page 10

1.   Development Stage Company

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

     The Company is a development stage company engaged in the commercialization
     of advanced antenna technology known as the Contrawound Toroidal Helical
     Antenna, herein "CTHA", for wireless communications markets including
     cellular, meter reading and global positioning services. The CTHA,
     developed in conjunction with researchers at West Virginia University, is a
     technologically advanced antenna design which can be incorporated into a
     wide variety of telecommunications applications. The Company has been
     granted worldwide sublicensing rights for commercial applications,
     excluding military and governmental applications, for the CTHA pursuant to
     an agreement with Integral Concepts Inc. and West Virginia University
     Research Corporation. See Note 9(c) for legal proceedings regarding
     underlying patents.

     In a development stage company, management devotes most of its activities
     to establishing a new business. Planned principal activities have not yet
     produced significant revenues and the Company has suffered recurring losses
     from inception, totalling $5,788,486 and has a working capital deficit of
     $1,123,136 which includes a negative cash balance of $7,878. These factors
     raise substantial doubt about the Company's ability to continue as a going
     concern. The ability of the Company to emerge from the development stage
     with respect to its planned principal business activity is dependent upon
     its successful efforts to raise additional equity financing, develop
     additional markets for its products, identify additional licensees and
     receive ongoing support from the majority of its creditors and affiliates.

     Pursuant to an amended private placement which closed on May 31, 2002 the
     Company raised $191,850 and will issue 959,250 units at $0.20 per unit.
     Each unit, when issued, will consist of one common share and one share
     purchase warrant exercisable within one year from receipt of subscription
     proceeds at $0.25 per share. The Company may also raise additional funds
     through the exercise of warrants and stock options, if exercised. Options
     with respect to 1,350,000 shares may be exercised for potential proceeds of
     $270,000. These options are currently not in-the-money and are unlikely to
     be currently exercised.

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


2.   Summary of Significant Accounting Policies

     (a)  Year End

          The fiscal year end is April 30.

     (b)  Research and Development

          Research and development costs are charged to operations in the
          period in which they are incurred unless criteria for capitalization
          is met.

     (c)  Property, Plant and Equipment

          Property, plant and equipment is recorded at cost and is depreciated
          on a straight-line basis over an estimated useful life of five years.

<PAGE>
Page 11

2.   Summary of Significant Accounting Policies (continued)

     (d)  Long Lived Assets

          Costs to register and protect patents and to acquire rights are
          capitalized as incurred. These costs are being amortized on a straight
          line basis over 20 years. Intangible assets are evaluated in each
          reporting period to determine if there were events or circumstances
          which would indicate a possible inability to recover the carrying
          amount. Such evaluation is based on various analyses including
          assessing the Company's ability to bring the commercial applications
          to market, related profitability projections and undiscounted cash
          flows relating to each application which necessarily involves
          significant management judgment. Where an impairment loss has been
          determined the carrying amount is written-down to fair market value.
          Fair market value is determined as the amount at which the license
          could be sold in a current transaction between willing parties.

     (e)  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 128). SFAS 128 requires
          presentation of both basic and diluted earnings per shares (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 common shares outstanding (denominator)
          during the period. Diluted EPS gives effect to all dilutive potential
          common shares outstanding during the period including stock options,
          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 common shares if
          their effect is antidilutive.

          Loss per share for 2002 and 2001 does not include the effect of the
          potential conversions of stock options, warrants or convertible
          debentures, as their effect would be anti-dilutive.

     (f)  Revenue Recognition

          Revenue from sales of antennas are recorded when goods have been
          shipped and collection is reasonably certain. Revenue from licensing
          the right for others to sell antennas is recognized when earned over
          time.

     (g)  Accounting for Stock Based Compensation

          The Company uses the intrinsic value method of accounting for stock
          based compensation prescribed by APB Opinion No. 25, "Accounting for
          Stock Issued to Employees". Compensation cost is the excess, if any,
          of the quoted market price of the stock at grant date over the amount
          an employee or director must pay to acquire the stock.

     (h)  Foreign Currency Transactions/Balances

          Transactions in currencies other than the U.S. dollar are translated
          at the rate in effect on the transaction date. Any balance sheet items
          denominated in foreign currencies are translated into U.S. dollars
          using the rate in effect on the balance sheet date.

     (i)  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.

     (j)  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.

<PAGE>
Page 12

2.   Summary of Significant Accounting Policies (continued)

     (k)  Financial Instruments

          The fair value of the Company's current assets and current liabilities
          were estimated to approximate their carrying values due to the
          immediate or short-term maturity of these financial instruments. The
          Company operates in Canada and virtually all of its assets and
          liabilities are giving rise to significant exposure to market risks
          from changes in foreign currency rates. The financial risk is the risk
          to the Company's operations that arise from fluctuations in foreign
          exchange rates and the degree of volatility of these rates. Currently,
          the Company does not use derivative instruments to reduce its exposure
          to foreign currency risk.

     (l)  Tax Accounting

          Potential benefits of income tax losses are not recognized in the
          accounts until realization is more likely than not.

          The Company has adopted Statement of Financial Accounting Standards
          No. 109 ("SFAS 109") as of its inception. The Company has incurred net
          operating losses as scheduled below:

                   Year of Loss             Amount            Year of
                                              $             Expiration

                      1995                  89,000              2010
                      1996                 497,000              2011
                      1997               1,057,000              2012
                      1998               1,096,000              2013
                      1999               1,809,000              2014
                      2000                 525,000              2015
                      2001                 755,000              2016
                      2002                 226,000              2017
                                       -----------
                                         6,054,000
                                       ===========

          Pursuant to SFAS 109 the Company is required to compute tax asset
          benefits for net operating losses carried forward. Potential benefit
          of net operating losses have not been recognized in these financial
          statements because the Company cannot be assured it is more likely
          than not it will utilize the net operating losses carried forward in
          future years.

          The components of the net deferred tax asset at the end of April 30,
          2002 and 2001, and the statutory tax rate, the effective tax rate and
          the elected amount of the valuation allowance are scheduled below:

                                                            2002        2001
                                                              $           $

          Net Operating Loss                                226,000     755,000

          Statutory Tax Rate                                 34%         34%

          Effective Tax Rate                                   -           -

          Deferred Tax Asset                                 77,000     257,000

          Valuation Allowance                               (77,000)   (257,000)
          ---------------------------------------------------------------------
          Net Deferred Tax Asset                               -           -
          =====================================================================


<PAGE>
Page 13

3.   Property, Plant and Equipment

<TABLE>
<CAPTION>
                                                                                     2002           2001
                                                                 Accumulated       Net Book       Net Book
                                                    Cost        Amortization        Value          Value
                                                     $                $               $              $
     <S>                                            <C>              <C>             <C>           <C>
     Computer and office equipment                  3,441            1,619           1,822         10,302
     Research and development equipment              -                -               -            15,465
     Vehicle                                         -                -               -             2,870
     ----------------------------------------------------------------------------------------------------
                                                    3,441            1,619           1,822         28,637
     ====================================================================================================
     Depreciation per class of capital asset:

     Computer and office equipment                                                   4,471          4,314
     Research and development equipment                                              9,262         12,557
     Vehicle                                                                           748            497
</TABLE>

     The Company had shut down its office in Kokomo, Indiana and capital assets
     with a carrying value of $22,794 were written-off to operations due to lack
     of ongoing value to the Company.

4.   License and Patent Protection Costs
<TABLE>
<CAPTION>
                                                                                     2002           2001
                                                                 Accumulated       Net Book       Net Book
                                                    Cost        Amortization        Value          Value
                                                     $                $               $              $
     <S>                                             <C>              <C>           <C>          <C>
     Licence                                         -                -               -          195,834
     Patent protection costs (Note 8(c))             -                -               -          227,134
     -----------------------------------------------------------------------------------------------------
                                                     -                -               -          422,968
     =====================================================================================================
     Amortization per class of intangible asset:

     Licence                                                                        12,500        12,500
     Patent protection costs                                                        13,160        11,249
</TABLE>

     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 he product, lack of profitability
     projections and future cash flows.

     The Company's sublicence is exclusive, covering any and all international
     markets but excludes all military and governmental applications and
     resulting procurement interests. All improvements and embodiments that are
     created as a result of these military applications and additional research
     and development efforts will be transferred directly to the Company. The
     terms of the sublicence agreement are as follows:

     (i)    The Company will pay a minimum annual royalty of $3,000 on or
            before December 31 of each year.
     (ii)   The Company will pay an earned royalty on sales, leases or
            sublicences of the CTHA of 10% of net revenues less a credit for the
            minimum annual royalty. Revenues below that of the minimum annual
            royalty have been earned to April 30, 2002.

     (iii)  The Company will pay an earned royalty on sales, leases or
            sublicenses of the CTHA of 3% of gross revenues. As amended on March
            4, 1997, it was agreed to reduce the amount of royalties to be paid
            by 50% in an amount not to exceed $5,000,000 for up to three years.

     All royalties are payable within 30 days of each calendar quarter. The term
     of the original licence agreement and the sublicence agreement, subject to
     compliance with the terms thereof, is perpetual and renewable annually.

<PAGE>
Page 14

5.   Convertible Debentures

     The Company offered three year, 8 % interest, convertible debentures.
     Interest is paid annually. The remaining $35,000 of such debentures were
     convertible into Class "A" shares at $3.50 on June 15, 2000. In the event
     the shares traded below $4.00 per share over a ten-day average prior to
     exercising into shares of the Company during November 16, 2000 to December
     16, 2000, the convertible debentures were to be exercisable at 20% below
     the said ten-day average. The original maturity date was June 15, 2000
     which was extended to December 15, 2000. Debentures totalling $10,000 were
     converted during the fiscal 2001 by issuing 12,358 shares at $0.81 per
     share. The Company plans to offer the debenture holder an additional
     extension on the maturity date or convert the debenture into shares.


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 year ended April 30, 2002 is as follows:

<TABLE>
<CAPTION>
                                                           Class "A"           Weighted            Weighted Average
                                                            Common              Average            Remaining Life of
                                                         Shares Under           Option                 Options
                                                           Option #            Price ($)               (Months)
     <S>                                                <C>                      <C>                    <C>
     Beginning of year                                    870,000                .25
     Granted                                            1,300,000                .20
     Exercised                                               -                   -
     Cancelled                                           (670,000)               .25
     Lapsed                                              (150,000)               .25
                                                        ---------
     End of year                                        1,350,000                .20                    54
                                                        =========                ========              =============
</TABLE>

<PAGE>
Page 15

6.   Common Stock (continued)

     (a)  Stock Option Plan (continued)

          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.

          If compensation expense had been determined pursuant to SFAS 123, the
          Company's net loss and net loss per share for fiscal 2002 and 2001
          would have been as follows:

                                                            2002        2001
                                                              $           $

          Net loss
            As reported                                    (652,847)   (755,406)
            Pro forma                                      (694,710)   (796,582)

          Basic net loss per share
            As reported                                        (.06)       (.07)
            Pro forma                                          (.06)       (.07)

     (b)  Performance Stock Plan

          The Company has allotted 1,000,000 Class "A" Common shares to be
          issued pursuant to a Performance Stock Plan. Compensation is recorded
          when criteria to issue shares are met.

     (c)  Warrants outstanding

          All warrants expired during the year.

     (d)  Other stock commitment

          The Company is committed, pursuant to two financial consulting
          contracts to issue 75,000 restricted shares. The value of the
          services, being $57,000 was accrued as at April 30, 2002.

7.   Due to Related Parties

     The amounts due to related parties are non-interest bearing, unsecured and
     without specific terms of repayment.

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.

<PAGE>
Page 16

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.


9.   Segmented Information

     The Company has adopted SFAS No. 131 Disclosure About Segments of an
     Enterprise and related information.

     The business of the Company is carried on in one industry segment being the
     research, development and sales/licensing of advanced antenna technology.

     The Company operated in two geographic segments, one being Canada, located
     in Richmond, BC and the other being the United States, located in Kokomo,
     Indiana.

The Kokomo office was shut during fiscal 2002.

<PAGE>
Page 17

                                   Exhibit 23.1

Board of Directors
IAS Communications, Inc.

Consent of Independent Auditors

We consent to the use of our report dated September 12, 2002 on the financial
statements of IAS Communications, Inc. as of April 30, 2002 that are included in
the Form 10-KSB, which is included, by reference in the Company's Form S-8.

Dated this 12th day of September, 2002.

MANNING ELLIOTT
Chartered Accountants

/s/ Manning Elliott


<PAGE>
Page 18

                                EXHIBIT 99.1

                               CERTIFICATION

I, John G. Robertson, Chief Executive Officer of IAS Communications, Inc.
certify that:

1.   I have reviewed this annual report on Form 10-KSB of IAS Communications,
     Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.


                                   IAS TECHNOLOGIES, INC.

                                   By:   /s/ JOHN G. ROBERTSON
                                       -----------------------------------------
                                       John G. Robertson
                                       President and Principle Executive Officer

Date: September 16, 2002

<PAGE>
Page 19

                                EXHIBIT 99.2

                               CERTIFICATION

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

1.   I have reviewed this annual report on Form 10-KSB of IAS Communications,
     Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

                                   IAS TECHNOLOGIES, INC.

                                   By:   /s/ JAMES VANDEBERG
                                      ------------------------------------------
                                      James Vandeberg
                                      Chief Financial Officer



Date: September 16, 2002



<PAGE>