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**UNITED STATESSECURITIES 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, 2003

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 WAYRICHMOND, 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: $Nil

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The aggregate market value of the voting stock held by non-affiliates
  of the registrant on July 31, 2003, computed by reference to the price at which
  the stock was sold on that date: $161,238.

The number of shares outstanding of the registrant's Common
  Stock, no par value, as of fiscal year ended April 30, 2003 and July 31, 2003
  was 35,243,562.

Documents incorporated by reference: See Exhibits.

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

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IAS COMMUNICATIONS, INC.
  FORM 10-KSBTABLE OF CONTENTS

|PART I                                                                        | 4 
|----------------------------------------------------------------------------- | --
|ITEM 1. DESCRIPTION OF BUSINESS                                               | 4 
|BUSINESS DEVELOPMENT                                                          | 4 
|RISK FACTORS                                                                  | 4 
|PATENTS, TRADEMARKS,
      LICENSES, FRANCHISES, CONCESSIONS, ROYALTY         |   
|AGREEMENTS, LABOR CONTRACTS, INCLUDING
      DURATION                         | 6 
|GOVERNMENTAL REGULATIONS                                                      | 8 
|DEPENDENCE ON CERTAIN CUSTOMERS                                               | 8 
|RESEARCH AND DEVELOPMENT                                                      | 8 
|COSTS AND EFFECTS OF COMPLIANCE WITH
      ENVIRONMENTAL LAWS                 | 8 
|NUMBER OF TOTAL
      EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES             | 8 
|ITEM 2. DESCRIPTION OF PROPERTY                                               | 8 
|ITEM 3. LEGAL PROCEEDINGS                                                     | 8 
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS             | 9 
|PART II                                                                       | 9 
|ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS        | 9 
|DIVIDEND
      POLICY                                                         | 10
|RECENT SALES OF
      UNREGISTERED SECURITIES                                 | 10
|ITEM 6: MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND |   
|RESULTS OF OPERATIONS                                                         | 10
|PLAN OF OPERATIONS                                                            | 10
|LIQUIDITY AND CAPITAL RESOURCES                                               | 12
|ITEM 7: FINANCIAL STATEMENTS                                                  | 12
|ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
      ON ACCOUNTING     |   
|AND FINANCIAL DISCLOSURE                                                      | 12
|ITEM 8A. CONTROLS AND PROCEDURES                                              | 12
|PART III                                                                      | 12
|ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
      CONTROL PERSONS;   |   
|COMPLIANCE WITH SECTION 16(a) OF THE
      EXCHANGE ACT                       | 12
|ITEM 10. EXECUTIVE COMPENSATION                                               | 14
|ITEM 11. SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT | 16
|ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       | 18
|ITEM 13(a).EXHIBITS                                                           | 19
|ITEM 13(b). REPORTS ON FORM 8-K                                               | 20
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.                              | 20
|SIGNATURES                                                                    | 21

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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 have historically been conducted
  in Indiana and B.C. Canada. Until recently, we have been engaged in the commercialization
  of advanced antenna technology known as the Contrawound Toroidal Helical Antenna,
  (the "CTHA"), for wireless communications markets. We have been granted world-wide
  sublicensing rights for commercial applications, excluding military and governmental
  applications, for the antenna. The CTHA technology is currently on hold due
  to unsuccessful attempts to complete a license agreement with potential customers.

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 $401,816. 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. The Company does not have any other
  business. This lack of diversity may increase the risks associated with our
  operations.

Limited Operating History. The Company does not have any revenues.
  It is not likely that we will be able to generate revenue in the future until
  we acquire another business. 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.

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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. We will require additional financing in order to continue 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.

Control by Current Insiders. Approximately 24,800,000 common
  shares, not including currently exercisable options or warrants, are owned by
  current affiliates and insiders representing control of approximately 70% 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.

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 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 our development work and business operations may have
  a significant

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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.

- 6 -

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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 have had no licenses or professional service agreements over the past two fiscal years.

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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

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 $69,000 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.

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 Company occupied this
  space rent-free during the fiscal year.

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.

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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 VU 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.

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, 2003.

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 $0.010 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.

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|                               | Bid Price |       | Asked Price
|------------------------------ | --------- | ----- | -----------
|                               | High $    | Low $ |            
|Quarter Ended July 31, 2001    | .26       | .15   |            
|Quarter Ended October 31, 2001 | .15       | .08   |            
|Quarter Ended January 31, 2002 | .345      | .1    |            
|Quarter Ended April 30, 2002   | .11       | .02   |            
|Quarter Ended July 31, 2002    | .055      | .025  |            
|Quarter Ended October 31, 2002 | .035      | .01   |            
|Quarter Ended January 31, 2003 | .05       | .015  |            
|Quarter Ended April 30, 2003   | .025      | .015  |            
|Quarter Ended July 31, 2003    | .03       | .017  |            

As of August 29, 2003, there were 35,243,562 shares of Common Stock outstanding, held by 142 shareholders of record.

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 Statement of Stockholders Equity
  and the Notes to our audited financial statements for the fiscal year ended
  April 30, 2003 for more information on recent sales of unregistered securities.

During the fiscal year ended April 30, 2003, 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.

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We are a development stage company. We are no longer engaged
  in the commercialization of the CTHA and do not have any plan of operations.

In a development stage company, management devotes most of
  its activities to establishing a new business. Planned principal activities
  have not yet produced significant revenues and the Company has suffered recurring
  losses from inception, totaling $6,236,231 and has a working capital deficit
  of $401,816 which includes a negative cash balance of $1,482. These factors
  raise substantial doubt about our ability to continue as a going concern. Our
  ability to emerge from the development stage with respect to its planned principal
  business activity is dependent upon our successful efforts to raise additional
  equity financing, develop additional markets for its products, identify additional
  licensees and receive ongoing support from the majority of our creditors and
  affiliates.

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

Pursuant to an amended private placement which closed on May
  31, 2002, we raised $191,850 and will issued 944,250 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.

Results of Operation for the Year Ended April 30, 2003 ("2003")
  as compared to the Year Ended April 30, 2002 ("2002")

In 2002 we shut down our office in Kokomo Indiana. Due to
  a lack of funds we were unable to pursue any sales and as a result for 2003
  the Company only incurred expenses to sustain the operations. During 2003 we
  incurred revenue of $nil as compared to $3,000 in 2002. Gross Profit amounted
  to $nil as compared to $1,392 in 2002. Administrative expenses decreased by
  $200,000. Investor relations decreased by $54,000 to $nil from $54,000 in 2002.
  No management fees were charged during 2003 as compared to $30,000 in 2002.
  Office expenses decreased by $24,000 to $2,000 from $26,000 in 2002. Professional
  fees decreased by $55,000 to $19,000 from $74,000 in 2002. No rent and secretarial
  were charged during 2003 as compared to $21,000 in 2002. In 2002 we wrote inventory
  of $29,000, capital assets of $23,000 and license & patent protection costs
  of $404,000. In 2003 we wrote off our accounts payable of $336,000 that have
  been outstanding in excess of three years. As a result of the write off of the
  accounts payable we incurred a net income of $305,000 as compared to a net loss
  of $752,000 in 2002 and we incurred a net income per share of $.01 as compared
  to a net loss of $.07 per share.

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LIQUIDITY AND CAPITAL RESOURCES

During 2003 we financed our operations and received $30,000 by:

|(i)                                             | receiving financial support from related
        parties in the amount of $30,000. These amounts are unsecured, non-interest
        bearing and due on demand.                                                            
|----------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                |                                                                                                                                                                                                                            
|During 2003 we invested these funds as follows:
|                                                |                                                                                                                                                                                                                            
|(i)                                             | $25,000 of these funds was spent on
        operating activities as discussed above under Results of Operation for
        the year ended April 30, 2003 as compared to $230,000 for the year ended
        April 30, 2002.
|(ii)                                            | $5,000 of these funds were used to reduce our cash deficiency
      to $1,000 from $6,000.                                                                                                                                 

Our cash position remained the same at nil and our working capital deficit, as at April 30, 2003, is $401,800.

ITEM 7: FINANCIAL STATEMENTS

Our 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.

ITEM 8A. CONTROLS AND PROCEDURES

(a) 	Evaluation of disclosure controls and procedures

Our Chief Executive Officer and our Chief Financial Officer
  evaluated our disclosure controls and procedures (as defined in
  Rule 13a-14 (c) of the Exchange Act) as of a date within 90 days before the
  filing date of this annual report. They concluded that as of the evaluation
  date, our disclosure controls and procedures are effective to ensure that information
  we are required to disclose in reports that we file or submit under the Exchange
  Act is recorded, processed, summarized and reported within the time periods
  specified in SEC rules and forms.

(b) 	Changes in internal controls.

Subsequent to the date of their evaluation, there were no
  significant changes in our internal controls or in other factors that could
  significantly affect these controls. There were no significant deficiencies
  or material weaknesses in our internal controls so no corrective actions were
  taken.

PART III

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

- 12 -

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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 | 62  | Principal Executive Officer, President, Chairman of 
|                  |     | the Board and Member of the Board of Directors      
|Jennifer Lorette  | 31  | Secretary and Member of the Board of Directors      
|James Vandeberg   | 60  | Chief Operating Officer, Chief Financial Officer and
|                  |     | Member of the Board of Directors                    
|Patrick Badgley   | 59  | 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.

The present and principal occupations of our directors and
  executive officers during the last five years are set forth below:

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 TSX 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. 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 TSX Venture Exchange involved in gold, diamond, and oil and gas
  exploration. He is also President of Linux Gold Corp., 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 an attorney
  in Seattle, Washington. 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., Inc.. an Oregon corporation traded on the OTC bulletin board since November
  1999. Mr. Vandeberg is also a director of Linux Gold Corp., which is traded
  on the OTC bulletin board. Mr. Vandeberg is also

- 13 -

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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 TSX 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 Linux Gold
  Corp. Since November 1997 Ms. Lorette has been Vice President of Teryl Resources
  Corp., a public company trading on the TSX 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 Inc., a British Columbia corporation listed on the TSX 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. Mr. Badgley is currently
  working for Global Aircraft Company.

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.

- 14 -

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|Name and Principal
      Position          | Year                       | Annual Compensation                       | Long-Term Compensation                   
|------------------------------------------ | -------------------------- | ----------------------------------------- | -----------------------------------------
|                                           |                            |                                           | Awards                                   
|Salary
      ($)                           | Bonus
      ($)            | Other Annual
      Compensation
      ($) | Restricted Stock
      Award(s)
      (#)
|John G. Robertson,
      President and CEO | 2003
      2002
      2001 | Nil
      Nil
      Nil                   | Nil
      Nil
      Nil                  

|(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 $500 per month. Mr. Robertson is a trustee
        of the Robertson Family Trust. However, the rent previously changed was
        not accrued for 2003.

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 $500.00 per month is accrued for payment to
  Access Information Services, Inc. for rent and secretarial services. However,
  the rent previously charged was not accrued for 2003.

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.

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, 2003, and stock options held at year
  end.

- 15 -

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

|Name              | Shares Acquired
      On Exercise (#) | Value realized ($) | Number of
        Unexercised 
        Options at 
        Years End
      Exercisable / 
        Unexercisable | Value of
        Unexercised 
        Options at Year End (1)
      Exercisable /
        Unexercisable
|----------------- | ------------------------------------- | ------------------ | --------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|John G. Robertson | -0-                                   | -0-                | 1,000,000 / 0                                                                                                   | -0- / -0-                                                                                              

(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, 2003, 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, 2003, 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.

|Name                                         | Class A Shares Owned |  | Percentage of 
|-------------------------------------------- | -------------------- |  | --------------
|                                             |                      |  | Class A Shares
|                                             |                      |  | Owned         
|John G. Robertson, President and member of   | 13,636,808           |  | 38.7%         
|the Board of Directors [1] [2]               |                      |  |               
|Dr. James Smith [3] **                       | 2,712,680            |  | 23.4%         
|Access Information Services, Inc. [4]        | 12,592,508           |  | 35.7%         
|JGR Petroleum Inc. [10]                      | 7,799,810            |  | 22.1%         
|SMR Investments [11]                         | 4,370,252            |  | 12.4%         
|Robertson Family Trust [5]                   | 12,592,508           |  | 35.7%         
|Jennifer Lorette Secretary/Treasurer [1] [7] | 146,000              |  | *             

- 16 -

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|Name                                        | Class A Shares Owned |  | Percentage of 
|------------------------------------------- | -------------------- |  | --------------
|                                            |                      |  | Class A Shares
|                                            |                      |  | Owned         
|James L. Vandeberg [1][6], Chief Operating  | 100,000              |  | *             
|Officer, Chief Financial Officer and Member |                      |  |               
|of the Board of Directors                   |                      |  |               
|                                            | nil                  |  | Nil           
|Patrick Badgley, [1] [8] Vice President,    |                      |  |               
|Operations                                  |                      |  |               
|                                            | 13,882,808           |  | 39.4%         
|ALL EXECUTIVE OFFICERS &                    |                      |  |               
|DIRECTORS 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 12,592,508 shares registered in the name of Access
  Information Services, Ltd., 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. 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 12,592,508 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.

[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 12,592,508 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

- 17 -

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the majority vote of the three trustees. Mr. Robertson disclaims
  beneficial ownership of the shares owned or controlled by the Robertson Family
  Trust.

[10] JGR Petroleum Inc. is a corporation owned by _The Robertson
  Family Trust_. Its address is 1103 - 11871 Horseshoe Way, Richmond, British
  Columbia V7A 5H5, Canada

[11] SMR Investments is a corporation owned by Sue Robertson,
  the wife of Mr. Robertson. Its address is 1103 - 11871 Horseshoe Way, Richmond,
  British Columbia V7A 5H5, Canada

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 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.

- 18 -

---

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.

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)
|4.4    | Marketing Agreement between IAS and Information Highway.com, Inc                                                                                                             | (3)
|23.1   | Professional Service Agreement between IAS and Cadence Design Systems,
      Inc                                                                                             | (3)
|23.2   | Consulting Agreement between IAS and Capital Research Group Inc                                                                                                              | (3)
|23.3   | License Agreement between IAS and World Tracking Technologies, Inc                                                                                                           | (3)
|23.4   | 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)
|23.1   | Amendment No.2 to License Agreement between IAS and Wherify Wireless,
      Inc. (formerly World Tracking Technologies, Inc.)                                               | (4)
|23.1   | Consent of Manning Elliott                                                                                                                                                   |    
|31.1   | Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                     |    
|31.2   | Certification of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                     |    
|32.1   | Certification of John Robertson, Chief Executive Officer, pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes -
      Oxley Act of 2002 |    
|32.2   | 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.          

- 19 -

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ITEM 13(b). REPORTS ON FORM 8-K.

None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table discloses accounting fees and services which we paid to our auditor, Manning Elliott:

|Type of Services Rendered                       | 2003
      Fiscal Year
      (CAD$) | Fiscal Year
|----------------------------------------------- | ----------------------------------- | -----------
|(a) Audit Fees                                  | $3,000                              | $3,000     
|                                                |                                     |            
|(b) Audit-Related Fees                          | $4,150                              | $3,050     
|(eg. review of Form 10-KSB,
      Forms 10-QSB) |                                     |            
|                                                |                                     |            
|(c) Tax Fees                                    | $550                                | $650       
|                                                |                                     |            
|(d)All Other Fees                               | Nil                                 | Nil        

- 20 -

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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 18, 2003

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 18, 2003.

|Signature             | Title                                | Date   
|--------------------- | ------------------------------------ | -------
|                      |                                      |        
|/s/ John G. Robertson | Chairman of the Board, President,    | 9/18/03
|(John G. Robertson)   | Chief Executive Officer and Director |        
|                      |                                      |        
|/s/James Vandeberg    | Chief Operating Officer and          | 9/18/03
|(James Vandeberg)     | Chief Financial Officer and Director |        
|                      |                                      |        
|/s/ Jennifer Lorette  | Secretary and Director               | 9/18/03
|(Jennifer Lorette)    |                                      |        

- 21 -

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Item 7: Financial Statements

Independent Auditors Report

Balance Sheets as of April 30, 2003 and 2002

Statements of Operations accumulated from December 13,
  1994 (Inception) to April 30, 2003 and the years ended April 30, 2003 and 2002

Statements of Cash Flows accumulated from December 13,
  1994 (Inception) to April 30, 2003 and the years ended April 30, 2003 and 2002

Statement of Stockholders Deficit accumulated from
  December 13, 1994 (Inception) to April 30, 2003

Notes to the Financial Statements

---





Independent Auditors Report

To the Stockholders
  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, 2003 and 2002 and the related
  statements of operations, stockholders deficit and cash flows for the
  period from December 13, 1994 (inception) to April 30, 2003 and the years ended
  April 30, 2003 and 2002. 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, 2003 and 2002 and the results of its operations and its cash flows
  for the period from December 13, 1994 (inception) to April 30, 2003 and the
  years ended April 30, 2003 and 2002 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, 2003

---

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

|                                              | April 30, | 
|--------------------------------------------- | --------- | 
|                                              | 2003      | 
|                                              | $         | 
|Assets                                        |           | 
|                                              |           | 
|Current Assets                                |           | 
|                                              |           | 
|Other current assets                          |          | 
|                                              |          | 
|Property and Equipment (Note 3)               | 1,135     | 
|Total Assets                                  | 1,135     | 
|                                              |           | 
|Liabilities and Stockholders Deficit         |           | 
|                                              |           | 
|Current Liabilities                           |           | 
|                                              |           | 
|Cheques issued in excess of funds on deposit  | 1,482     | 
|Accounts payable                              | 149,191   | 
|Accrued liabilities (Note 6(c))               | 96,588    | 
|Due to related parties (Note 7)               | 130,690   | 
|Convertible debentures (Note 5)               | 25,000    | 
|Total Liabilities                             | 402,951   | 
|                                              |           | 
|Commitments and Contingencies (Notes 1 and 8) |           | 

|                      |   |                                                  |           |  |           | 
|--------------------- | - | ------------------------------------------------ | --------- |  | --------- | 
|Stockholders Deficit |   |                                                  |           |  |           | 
|Preferred Stock       |   | 50,000,000 shares authorized; none issued        |          |  |          | 
|Common Stock (Note 6) |   |                                                  |           |  |           | 
|                      |   |                                                  |           |  |           | 
|Class A voting      |  | 100,000,000 shares authorized without par value; | 5,834,415 |  | 4,961,605 | 
|                      |   | 35,243,562 and 11,600,645 shares issued and      |           |  |           | 
|                      |   | outstanding respectively                         |           |  |           | 
|                      |   |                                                  |           |  |           | 
|                      |  | shares subscribed for                            |          |  | 191,850   | 
|                      |   |                                                  |           |  |           | 
|Class B non-voting  |  | 100,000,000 shares authorized without            |          |  |          | 
|                      |   | par value; none issued                           |           |  |           | 

|Deficit Accumulated During the Development Stage | (6,236,231 | ) | (6,540,807 | )
|------------------------------------------------ | ---------- | - | ---------- | -
|Total Stockholders Deficit                      | (401,816   | ) | (1,387,352 | )
|Total Stockholders Deficit and Liabilities      | 1,135      |   | 5,363      |  

The accompanying notes are an integral part of these financial
  statements

---

IAS Communications, Inc.
  (A Development Stage Company) 
  Statements of Operations 
  Accumulated from December 13, 1994 (Inception) 
  to April 30, 2003 and the years ended April 30, 2003 and 2002

|                                      | Accumulated       |   |            |   |            |  
|------------------------------------- | ----------------- | - | ---------- | - | ---------- | -
|                                      | from              |   |            |   |            |  
|                                      | December 13,      |   |            |   |            |  
|                                      | 1994              |   |            |   |            |  
|                                      | (Date of          |   |            |   |            |  
|                                      | Inception)        |   |            |   |            |  
|                                      | to April 30, 2003 |   | 2003       |   | 2002       |  
|                                      | $                 |   | $          |   | $          |  
|                                      |                   |   |            |   |            |  
|Revenue                               | 61,493            |   |           |   | 3,134      |  
|Cost of Sales                         | 28,787            |   |           |   | 1,392      |  
|Gross Profit                          | 32,706            |   |           |   | 1,742      |  
|                                      |                   |   |            |   |            |  
|Expenses                              |                   |   |            |   |            |  
|                                      |                   |   |            |   |            |  
|General and Administration (Schedule) | 3,373,815         |   | 29,702     |   | 230,464    |  
|Selling and Marketing (Schedule)      | 62,972            |   |           |   |           |  
|Research and Development (Schedule)   | 2,712,181         |   | 1,710      |   | 67,642     |  
|Assets written off (Schedule)         | 455,957           |   |           |   | 455,957    |  
|Accounts payable written-off          | (335,988          | ) | (335,988   | ) |           |  
|                                      | 6,268,937         |   | (304,576   | ) | 754,063    |  
|Net Income (Loss)                     | (6,236,231        | ) | 304,576    |   | (752,321   | )
|                                      |                   |   |            |   |            |  
|Net Income (Loss) Per Share           |                   |   | 0.01       |   | (0.07      | )
|                                      |                   |   |            |   |            |  
|Weighted Average Shares Outstanding   |                   |   | 24,960,000 |   | 11,601,000 |  

(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

---

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

|                                                           | Accumulated from
      December 13, 1994
      (Date of Inception)
      to April 30, 2002 |   | 2002     |   | 2001     |  
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------ | - | -------- | - | -------- | -
|                                                           | $                                                                                          |   | $        |   | $        |  
|                                                           |                                                                                            |   |          |   |          |  
|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          | (3,542                                                                                     | ) | 62,644   |   | 87,602   |  
|current assets                                             |                                                                                            |   |          |   |          |  
|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       | 394,661                                                                                    |   |         |   | 10,875   |  
|interest converted                                         |                                                                                            |   |          |   |          |  
|Shares issued for services                                 | 499,098                                                                                    |   |         |   |         |  
|                                                           | 1,105,531                                                                                  |   |         |   | 222,656  |  
|                                                           |                                                                                            |   |          |   |          |  
|Supplemental disclosures:                                  |                                                                                            |   |          |   |          |  
|Interest paid with cash                                    |                                                                                           |   |         |   | 2,187    |  
|Income tax paid with cash                                  |                                                                                           |   |         |   |         |  

The accompanying notes are an integral part of these financial
  statements

---

IAS Communications, Inc. 
  (A Development Stage Company) 
  Statement of Stockholders Equity 
  Accumulated from December 13, 1994 (Inception) 
  to April 30, 2003

|                                                     |           |   |           |   | Deficit     |  
|---------------------------------------------------- | --------- | - | --------- | - | ----------- | -
|                                                     |           |   |           |   | Accumulated |  
|                                                     |           |   | Common    |   | During the  |  
|                                                     |           |   | Stock     |   | Development |  
|                                                     | Shares    |   | Class A |   | Stage       |  
|                                                     | #         |   | $         |   | $           |  
|                                                     |           |   |           |   |             |  
|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  | )

The accompanying notes are an integral part of these financial
  statements

---

IAS Communications, Inc. 
  (A Development Stage Company) 
  Statement of Stockholders Equity 
  Accumulated from December 13, 1994 (Inception) 
  to April 30, 2003

|                                                    |            |  |           |  | Deficit     |  
|--------------------------------------------------- | ---------- |  | --------- |  | ----------- | -
|                                                    |            |  |           |  | Accumulated |  
|                                                    |            |  | Common    |  | During the  |  
|                                                    |            |  | Stock     |  | Development |  
|                                                    | Shares     |  | Class A |  | Stage       |  
|                                                    |            |  |           |  |             |  
|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 | 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 | 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 | 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  | )

The accompanying notes are an integral part of these financial
  statements

---

IAS Communications, Inc.
  (A Development Stage Company) 
  Schedules of Expenses 
  Accumulated from December 13, 1994 (Inception) 
  to April 30, 2003 and the years ended April 30, 2003 and 2002
  (unaudited)

|                                                     | Accumulated       |   |        |  |         |  
|---------------------------------------------------- | ----------------- | - | ------ |  | ------- | -
|                                                     | from              |   |        |  |         |  
|                                                     | December 13,      |   |        |  |         |  
|                                                     | 1994              |   |        |  |         |  
|                                                     | (Date of          |   |        |  |         |  
|                                                     | Inception)        |   |        |  |         |  
|                                                     | to April 30, 2003 |   | 2003   |  | 2002    |  
|                                                     | $                 |   | $      |  | $       |  
|                                                     |                   |   |        |  |         |  
|Expenses                                             |                   |   |        |  |         |  
|                                                     |                   |   |        |  |         |  
|General and Administration                           |                   |   |        |  |         |  
|                                                     |                   |   |        |  |         |  
|Bad debts                                            | 1,250             |   |       |  | 1,250   |  
|Bank charges                                         | 8,081             |   | 403    |  | 954     |  
|Business plan                                        | 55,429            |   |       |  |        |  
|Debenture financing fees                             | 49,199            |   |       |  |        |  
|Depreciation                                         | 17,805            |   | 688    |  | 5,219   |  
|Interest on convertible debentures                   | 48,069            |   | 2,188  |  | 3,063   |  
|Investor relations  publications                    | 383,594           |   | 467    |  | -       |  
|Investor relations  consulting                      | 640,023           |   | 300    |  | 54,284  |  
|Management fees                                      | 337,500           |   |       |  | 30,000  |  
|Office, postage and courier                          | 193,412           |   | 2,541  |  | 26,877  |  
|Premium on cash redemption of convertible debentures | 29,790            |   |       |  |        |  
|Professional fees                                    | 951,926           |   | 19,425 |  | 74,787  |  
|Rent and secretarial                                 | 336,946           |   |       |  | 20,545  |  
|Telephone                                            | 98,157            |   |       |  | 2,616   |  
|Transfer agent and regulatory                        | 89,818            |   | 3,690  |  | 10,485  |  
|Travel and promotion                                 | 149,315           |   |       |  | 389     |  
|Less interest income                                 | (16,499           | ) |       |  | (5      | )
|                                                     | 3,373,815         |   | 29,702 |  | 230,464 |  
|                                                     |                   |   |        |  |         |  
|Selling and Marketing                                |                   |   |        |  |         |  
|                                                     |                   |   |        |  |         |  
|Advertising                                          | 62,972            |   |       |  | --      |  
|                                                     |                   |   |        |  |         |  
|Research and Development                             |                   |   |        |  |         |  
|                                                     |                   |   |        |  |         |  
|Royalty                                              | 25,000            |   | 1,500  |  | 4,500   |  
|Consulting                                           | 628,123           |   | 210    |  | 22,406  |  
|Depreciation and amortization                        | 170,169           |   |       |  | 34,922  |  
|Market awareness and development                     | 60,000            |   |       |  |        |  
|Subcontracts                                         | 2,396,388         |   |       |  | 5,814   |  
|Less contributions by a joint venture partner        | (363,718          | ) |       |  |        |  
|Less engineering contributions by licensees          | (203,781          | ) |       |  |        |  
|                                                     | 2,712,181         |   | 1,710  |  | 67,642  |  
|                                                     |                   |   |        |  |         |  
|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 |  

The accompanying notes are an integral part of these financial
  statements

---

|1. | Development Stage Company
      IAS Communications, Inc., herein the Company,
        was incorporated on December 13, 1994 pursuant to the Laws of the State
        of Oregon, USA.
      The Company is a development stage company which was
        engaged in the commercialization of advanced antenna technology known
        as the Contrawound Toroidal Helical Antenna, herein CTHA,
        for wireless communications markets including cellular, meter reading
        and global positioning services. The CTHA, developed in conjunction with
        researchers at West Virginia University, is a technologically advanced
        antenna design which can be incorporated into a wide variety of telecommunications
        applications. The Company has been granted worldwide sublicensing rights
        for commercial applications, excluding military and governmental applications,
        for the CTHA pursuant to an agreement with Integral Concepts Inc. and
        West Virginia University Research Corporation. See Note 8(a) for legal
        proceedings regarding underlying patents. The Company is no longer pursuing
        the development of the CTHA.
      Planned principal activities have not yet produced significant
        revenues and the Company has suffered recurring losses from inception,
        totalling $6,236,231 and has a working capital deficit of $401,816 which
        includes a negative cash balance of $1,482. These factors raise substantial
        doubt about the Companys ability to continue as a going concern.
        The ability of the Company to emerge from its current dormant status is
        dependent upon its successful efforts to raise additional equity financing.
        The Company may raise additional funds through the exercise of warrants
        and stock options, if exercised. Options with respect to 1,225,000 shares
        and warrants with respect to 944,250 shares may be exercised for potential
        proceeds of $481,000. These options and warrants are currently not in-the-money
        and are unlikely to be currently exercised.
      The Company will require significant additional capital
        to settle its debts and provide sufficient working capital for operations
        over the next twelve months.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|   | (d)                                                   
|   | (e)                                                   
|   | (f)                                                   
|   | (g)                                                   
|   | (h)                                                   
|   | (i)                                                   

---

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   | (j)                                                           
|   | (k)                                                           
|   | (l)                                                           
|   | (m)                                                           

---

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|   | (m)                                                   
|   | (n)                                                   

| |                                                                            | 2003     |   | 2002     |  
| | -------------------------------------------------------------------------- | -------- | - | -------- | -
| |                                                                            | $        |   | $        |  
| |                                                                            |          |   |          |  
| | Net Operating Income (Loss)                                                | 304,000  |   | (226,000 | )
| | Utilization of net operating losses carried forward from
      prior years | (304,000 | ) |         |  
| |                                                                            |          |   |          |  
| |                                                                            |         |   | (226,000 | )
| | Statutory Tax Rate                                                         | 34%      |   | 34%      |  
| | Effective Tax Rate                                                         |         |   |         |  
| | Deferred Tax Asset                                                         |         |   | 77,000   |  
| | Valuation Allowance                                                        |         |   | (77,000  | )
| | Net Deferred Tax Asset                                                     |         |   |         |  

---

|3. | Property and Equipment        |       |  |              |  |       |  |       | 
|-- | ----------------------------- | ----- |  | ------------ |  | ----- |  | ----- | 
|   |                               |       |  |              |  | 2003  |  | 2002  | 
|   |                               |       |  | Accumulated  |  | Net   |  | Net   | 
|   |                               |       |  |              |  | Book  |  | Book  | 
|   |                               | Cost  |  | Amortization |  | Value |  | Value | 
|   |                               | $     |  | $            |  | $     |  | $     | 
|   |                               |       |  |              |  |       |  |       | 
|   | Computer and office equipment | 3,441 |  | 2,306        |  | 1,135 |  | 1,822 | 

|   | In fiscal 2002, 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. | Intangible Assets
      In fiscal 2002, management evaluated the carrying value
        of its license and patents and determined that the carrying value of $404,548
        be written-off to operations. The determining factors are based on the
        ability of the Company to commercially exploit the product, lack of profitability
        projections and future cash flows.
      The Companys sublicence is exclusive, covering
        any and all international markets but excludes all military and governmental
        applications and resulting procurement interests. All improvements and
        embodiments that are created as a result of these military applications
        and additional research and development efforts will be transferred directly
        to the Company. The terms of the sublicence agreement are as follows:
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | All royalties are payable
        within 30 days of each calendar quarter. The term of the original licence
        agreement and the sublicence agreement, subject to compliance with the
        terms thereof, is perpetual and renewable annually. The Company paid the
        December 31, 2002 minimum annual royalty and intends on continuing to
        renew annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | Convertible Debentures
      The Company offered three year, 83⁄4% interest,
        convertible debentures. Interest is due annually. The remaining $25,000
        of such debentures were convertible into Class A shares at
        $3.50 on June 15, 2000. In the event the shares traded below $4.00 per
        share over a ten-day average prior to exercising into shares of the Company
        during November 16, 2000 to December 16, 2000, the convertible debentures
        were to be exercisable at 20% below the said ten-day average. The original
        maturity date was June 15, 2000. The Company plans to offer the debenture
        holders an additional extension on the maturity date or convert the debenture
        into shares.                                                                                                  

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|6. | Common Stock
|-- | ------------
|   | (a)         

| |                   | Class A  |   | Weighted |  | Weighted  | 
| | ----------------- | ---------- | - | -------- |  | --------- | 
| |                   | Common     |   | Average  |  | Average   | 
| |                   | Shares     |   | Option   |  | Remaining | 
| |                   | Under      |   | Price    |  | Life of   | 
| |                   | Option     |   | $        |  | Options   | 
| |                   | #          |   |          |  | (Months)  | 
| |                   |            |   |          |  |           | 
| | Beginning of year | 1,350,000  |   | .20      |  |           | 
| | Granted           | 1,000,000  |   | .05      |  |           | 
| | Exercised         |           |   |         |  |           | 
| | Cancelled         | (1,125,000 | ) | .07      |  |           | 
| | Lapsed            |           |   |         |  |           | 
| |                   |            |   |          |  |           | 
| | End of year       | 1,225,000  |   | .20      |  | 42        | 
| |                   |            |   |          |  |           | 

| | On June 10, 2002, pursuant to an agreement with a business
        consultant, the Company granted stock options to the consultant 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. These options were cancelled on March 24, 2003.
      If compensation expense had been determined pursuant
        to SFAS 123, the Companys net loss and net loss per share for fiscal
        2003 and 2002 would have been as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                   | 2003    |  | 2002     |  
| | --------------------------------- | ------- |  | -------- | -
| |                                   | $       |  | $        |  
| |                                   |         |  |          |  
| | Net income (loss)                 |         |  |          |  
| | As reported                       | 304,576 |  | (652,847 | )
| | Pro forma                         | 217,216 |  | (694,710 | )
| |                                   |         |  |          |  
| | Basic net income (loss) per share |         |  |          |  
| | As reported                       | .01     |  | (.06     | )
| | Pro forma                         | .01     |  | (.06     | )

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| | (b) | Performance Stock Plan
      The Company has allotted 1,000,000 Class A
        Common shares to be issued pursuant to a Performance Stock Plan. Compensation
        is recorded when criteria to issue shares are met.                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | Other stock commitment
      The Company is committed, pursuant to two financial
        consulting contracts to issue 75,000 restricted shares. The value of the
        services, being $57,000 was accrued as at April 30, 2003 and 2002.
| | (d) | Warrants
      There are 944,250 warrants pursuant to a private placement
        available to be exercised at $0.25 per share expiring June 2, 2004.                                                                                       

|7. | Due to Related Parties
      On October 4, 2002 the Company settled $680,960 of debt
        owing to four companies controlled by the President of the Company by
        issuing 22,698,667 shares at a fair value of $0.03 per share. The remaining
        amounts due to related parties are non-interest bearing, unsecured and
        without specific terms of repayment.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                 
|   | (a)                                                                                                                                                                                                                                                                                                                                                                               

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|8. | Legal Proceedings (continued)
|-- | -----------------------------
|   |                              
|   | (b)                          

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