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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

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

For the Fiscal Year Ended **April 30, 2005**

COMMISSION FILE NO. **0-21255**

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

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

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

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

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

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

|**Title of each class**    | **Name of each Exchange on which registered:**
|-------------------------- | ----------------------------------------------
|Common Stock, no par value | Over the Counter Bulletin Board               

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the 
  Exchange Act during the past 12 months (or for such shorter period that the
  registrant was 
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.

x  Yes
   ̈  No

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

State the issuer’s revenues for its most recent fiscal
  year: $Nil

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The aggregate market value of the voting stock held by non-affiliates
  of the registrant on July 25, 
  2005, computed by reference to the price at which the stock was sold on that
  date: $1,153,866.

The number of shares outstanding of the registrant's Common
  Stock, no par value, as of fiscal 
  year ended April 30, 2005 and July 25, 2005 was 35,243,562.

Documents incorporated by reference: See Exhibits.

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

- 2 -

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IAS COMMUNICATIONS, INC.

FORM 10-KSB

TABLE 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                                                                                                           | 9                                                                                                                          
|           | ITEM 4.  | SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY HOLDERS                                                                   | 10                                                                                                                         
|PART II    |          |                                                                                                                             |                                                                                                                             | 10
|           | ITEM 5.  | MARKET FOR COMMON
      EQUITY AND RELATED STOCKHOLDER MATTERS                                                              | 10                                                                                                                         
|           |          |                                                                                                                             | DIVIDEND POLICY                                                                                                             | 11
|           |          |                                                                                                                             | RECENT SALES OF UNREGISTERED
      SECURITIES                                                                               | 11
|           | ITEM 6:  | MANAGEMENT'S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                 | 11                                                                                                                         
|           |          |                                                                                                                             | PLAN OF OPERATIONS                                                                                                          | 11
|           |          |                                                                                                                             | 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                                                                                                                         
|           | ITEM 8B. | OTHER INFORAMTION                                                                                                           | 13                                                                                                                         
|PART III   |          |                                                                                                                             |                                                                                                                             | 14
|           | ITEM 9.  | DIRECTORS, EXECUTIVE
      OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
      THE EXCHANGE ACT | 14                                                                                                                         
|           | ITEM 10. | EXECUTIVE COMPENSATION                                                                                                      | 16                                                                                                                         
|           | ITEM 11. | SECURITY OWNERSHIP
      OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                        | 17                                                                                                                         
|           | ITEM 12. | CERTAIN RELATIONSHIPS
      AND RELATED TRANSACTIONS                                                                        | 18                                                                                                                         
|           | ITEM 13. | EXHIBITS                                                                                                                    | 20                                                                                                                         
|           | ITEM 14  | PRINCIPAL ACCOUNTANT
      FEES AND SERVICES                                                                                | 21                                                                                                                         
|SIGNATURES | 22      

- 3 -

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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.

On April 6, 2005, we entered into an agreement with JGR Petroleum,
  Inc. (“JGR”) to purchase an interest in two producing wells located
  in Burleson County, Texas from JGR. We agree to issue 1,000,000 shares of restricted
  common stock of IAS to JGR as full consideration for the purchase of interests
  set forth below:

1. Herrman, Roy #4 Well - 15.5% working interest
  2. #C-S-1 Well - 6.65% working interest (5.14% net interest)

To date, these shares have not been issued. The shares are
  to be issued on the basis of 1 share for every $0.10 of revenue received
  by IAS Communications

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 $327,549. 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.

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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.

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 27,500,000 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.

- 5 -

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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 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.

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.

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

- 6 -

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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.

Effective March 17, 2005, we entered into a settlement and
  release agreement with Integral Concepts Inc. (“ICI”) to terminate
  the exclusive worldwide sublicense granted to the Company by ICI.

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.

On March 17, 2005, we entered into a Non-Exclusive License
  Agreement with WVURC regarding the CTHA technology sublicense. IAS and WVURC
  agree to license the CTHA technology back to IAS on a nonexclusive basis for
  the worldwide rights. IAS will continue to pay a license fee of US$3,000 to
  WVURC and a royalty of 10% of the net sales.

- 7 -

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In addition, effective March 17, 2005, we entered into a settlement
  and release agreement with West Virginia University Research Corporation. WVRUC
  agrees to waive the US$315,778.50 research and development payment due from
  IAS in consideration for the termination of the IAS sublicense agreement with
  ICI. IAS will unconditionally release and discharge WVURC and related parties
  from all claims IAS may have against them.

RECENT LICENSES AND PROFESSIONAL SERVICE AGREEMENTS

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

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 expensed in 2005 $1,000 on research and development
  as compared to $3,000 in 2004. Research and development is required to keep
  the license in good standing.

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 contractors 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.

- 8 -

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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.

The Company was sued in April 1998 in a civil action filed
  in U.S. District Court for the District of Oregon (the “Oregon Litigation”).
  The Plaintiff, Kirk VanVoorhies, (“Plaintiff”) sought money damages
  and equitable relief against the Company alleging patent infringement by the
  Company for the CTHA. The Company notified West Virginia University (“WVU”)
  of this claim and contacted WVU to assist in the defence. WVU owns the patent
  rights to the CTHA technology, which were licensed to the Company. Two patents
  were granted for the CTHA to WVU; one in August 1995, and another in August
  1997. The Plaintiff’s patent was approved on March 31, 1998.

The Plaintiff in the Oregon Litigation is also a defendant
  in a pending civil action in the U.S. District Court for the Northern District
  of West Virginia brought by WVU (the “West Virginia Litigation”)
  claiming that the CTHA invention is owned by WVU. As alleged in the West Virginia
  Litigation, the Company believes that the patent rights for the CTHA technology
  belongs to WVU and therefore based on the license, the Company owns the worldwide
  rights to the CTHA commercial applications. Litigation, the Company believes
  that the patent rights for the CTHA technology belongs to WVU and therefore
  based on the license, the Company owns the worldwide rights to the CTHA commercial
  applications.

A decision by the United States District Court for the Northern
  District of West Virginia will, if upheld on appeal, signal the end to patent
  litigation brought by VorteKx, Inc. against the Company.

VorteKx, Inc. brought a patent infringement action against
  IAS in the United States District Court for the District of Oregon on a patent
  issued to a former graduate student at WVU, Kurt L. VanVoorhies, and subsequently
  assigned to VorteKx. On the Company's motion, the case was transferred to the
  Northern District of West Virginia and consolidated with a previously pending
  action filed by WVU against VanVoorhies, discussed above. The Company and WVU
  both claimed that the technology covered by the patent is actually owned by
  WVU. The Company is the sublicensee of commercial applications of the CTHA technology.

In a Memorandum Opinion and Order entered February 17, 2000,
  the West Virginia federal court granted summary judgment for WVU in its claims
  against VanVoorhies. The Court also dismissed VanVoorhies' claims against WVU
  and third-party defendants West Virginia University Research Corporation, Dr.
  James E. Smith and Integral Concepts, Inc. Because the Court's holding establishes
  that WVU owns the technology, it should bring an end to the litigation against
  the Company, which was stayed pending resolution of the case against VanVoorhies.

- 9 -

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The dispute in the WVU action concerned inventions
  conceived during VanVoorhies' time at WVU as a graduate student and later as
  a graduate research assistant, particularly two inventions relating to the CTHA
  technology. The Court found that VanVoorhies validly assigned all rights in
  the first invention to WVU, including all future technology derived from the
  technology underlying that invention. VanVoorhies subsequently declined to assign
  to WVU any interest in a second invention. The Court found that the second invention
  constituted future technology derived from the first invention. Therefore, VanVoorhies'
  assignment of the first invention to WVU also effectively assigned the second
  invention to WVU, and WVU is the rightful owner of the patent applications filed
  by VanVoorhies on the CTHA technology.

Because one of these patent applications led to the issuance
  of the patent underlying VorteKx's infringement suit against the Company, VorteKx
  no longer has standing to pursue that infringement case. The case was stayed
  pending VanVoorhies' appeal from the Court's order. On May 20, 2004 the United
  States Court of Appeals affirmed the stay of the case.

The Company is the defendant in an action claiming unpaid
  legal fees of approximately Cdn$29,000. The Company disputes the claim and
  intends to defend the action.

ITEM 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, 2005.

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.OB" 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.

|                               | Bid Price | Asked Price
|------------------------------ | --------- | -----------
|                               | High $    | Low $      
|Quarter Ended July 31, 2003    | .03       | .017       
|Quarter Ended October 31, 2003 | .062      | .02        
|Quarter Ended January 31, 2004 | .09       | .05        
|Quarter Ended April 30, 2004   | .06       | .04        
|Quarter Ended July 31, 2004    | .05       | .04        
|Quarter Ended October 31, 2004 | .05       | .04        
|Quarter Ended January 31, 2005 | .05       | .031       
|Quarter Ended April 30, 2005   | .40       | .031       

As of July 25, 2005 there were 35,243,562 shares of Common
  Stock outstanding, held by 139 shareholders of record.

- 10 -

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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, 2005 for more information on recent sales of unregistered securities.

During the fiscal year ended April 30, 2005, there were no
  shares issued in connection with the exercise of warrants or stock options.

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

This report contains forward-looking statements. The words,
  "anticipate", "believe", expect", "plan", "intend", "estimate", "project", "could",
  "may", "foresee", and similar expressions are intended to identify forward-looking
  statements. The following discussion and analysis should be read in conjunction
  with our Financial Statements and other financial information included elsewhere
  in this report which contains, in addition to historical information, forward-looking
  statements that involve risks and uncertainties. Our actual results could differ
  materially from the results discussed in the forward-looking statements. Factors
  that could cause or contribute to such differences include those discussed below,
  as well as those discussed elsewhere in this report.

PLAN OF OPERATIONS

We were incorporated on December 13, 1994 pursuant to the
  Laws of the State of Oregon, USA.

We are a development stage company. We are currently not engaged
  in the commercialization of the CTHA and do not have any plan of operations,
  however, we plan to seek other projects, which are yet to be determined.

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 $6,158,964 and has a working capital deficit
  of $327,549 which includes checks issued in excess of funds on deposit of
  $523. 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.

- 11 -

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We may raise additional funds through the exercise of warrants and stock options,
  if exercised. Options with respect to 1,250,000 shares may be exercised for
  potential proceeds of $491,000. These options and warrants are currently
  not in-the-money and are unlikely to be currently exercised.

Results of Operation for the Year Ended April 30, 2005 ("2005") as compared
  to the Year Ended April 30, 2004 ("2004")

Due to a lack of funds we were unable to pursue any sales and as a result
  for 2005 and 2004 the Company only incurred expenses to sustain the operations.
  The Company has not incurred any revenue since inception. Office expenses decreased
  by $1,660 in 2005 to $1,094 as compared to 2,756 in 2004. No management
  fees were charged during 2005 nor 2004. Professional fees increased by $16,872
  to $34,327 in 2005 from $17,455 in 2004.

LIQUIDITY AND CAPITAL RESOURCES

During 2005 we financed our operations and received $30,236 by:

|(i)  | receiving financial support from related parties
        in the amount of $29,947. These amounts are unsecured, non-interest
        bearing and due on demand.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(ii) | issuing cheques in excess of funds on deposit in the amount of $289.                                                                                           

During 2005 we invested these funds as follows:

|(i) | $39,415 of these funds was spent on operating
        activities as discussed above under Results of Operation for the year
        ended April 30, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Our cash position remained the approximately the same at $0
  as compared to $179 in 2004 and our working capital deficit, as at April
  30, 2005, is $327,549.

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.

As required by Rule 13a-15 under the Exchange Act, as of the
  end of the period covered by this annual report, being April 30, 2005, we have
  carried out an evaluation of the effectiveness of the design and operation of
  our company's disclosure controls and procedures. This evaluation was carried
  out under the supervision and with the participation of our company's management,
  including our President and our Chief Financial Officer. Based upon that evaluation,
  our President and our Chief Financial Officer concluded that our company's disclosure
  controls and procedures are effective. There have been no changes in our company's
  internal controls or in other factors, which could significantly affect internal
  controls subsequent to the date we carried out our evaluation.

- 12 -

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Disclosure controls and procedures and other procedures that
  are designed to ensure that information required to be disclosed in our reports
  filed or submitted under the Exchange Act is recorded, processed, summarized
  and reported, within the time period specified in the Securities and Exchange
  Commission's rules and forms. Disclosure controls and procedures include, without
  limitation, controls and procedures designed to ensure that information required
  to be disclosed in our reports filed under the Exchange Act is accumulated and
  communicated to management, including our President and our Chief Financial
  Officer as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal controls.

Subsequent to the date of their evaluation, there were no
  corrective actions taken by our Company or other changes made to these internal
  controls. Our Company's management does not believe there were changes in other
  factors that could affect these controls subsequent to the date of the evaluation.

ITEM 8B. OTHER INFORAMTION.

On April 6, 2005, we entered into an agreement with JGR Petroleum,
  Inc. (“JGR”) to purchase an interest in two producing wells located
  in Burleson County, Texas from JGR. We agree to issue 1,000,000 shares of restricted
  common stock of IAS to JGR as full consideration for the purchase of interests
  set forth below:

1. Herrman, Roy #4 Well - 15.5% working interest
  2. #C-S-1 Well - 6.65% working interest (5.14% net interest)

To date, these shares have not been issued. The shares are
  to be issued on the basis of 1 share for every $0.10 of revenue received
  by IAS Communications.

WEST VIRGINIA UNIVERSITY RESEARCH CORPORATION NON-EXCLUSIVE
  LICENSE AGREEMENT

On March 17, 2005, we closed on a transaction pursuant to
  which we entered into a Non-Exclusive License Agreement with West Virginia University
  Research Corporation (“WVURC”) regarding the CTHA technology sublicense.

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 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 manufacture
  the CTHA and sublicense others to manufacture, market, sell copies of, license
  and distribute the CTHA.

On July 10, 1995, ICI granted an exclusive worldwide sublicense
  to us. 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.

- 13 -

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IAS and WVURC agree to license the CTHA technology back to
  IAS on a nonexclusive basis for the worldwide rights. IAS will continue to pay
  a minimum royalty fee of US$3,000 to WVURC and a royalty of 10% of the net
  sales, whichever is greater.

In addition, effective March 17, 2005, we entered into a settlement
  and release agreement with West Virginia University Research Corporation. WVRUC
  agrees to waive the US$315,778.50 research and development payment due from
  IAS in consideration for the termination of the IAS sublicense agreement with
  ICI. IAS will unconditionally release and discharge WVURC and related parties
  from all claims IAS may have against them.

INTEGRAL CONCEPTS INC. SETTLEMENT AND RELEASE AGREEMENT

Effective March 17, 2005, we entered into a settlement and
  release agreement with Integral Concepts Inc. (“ICI”) to terminate
  the exclusive worldwide sublicense granted to the Company by ICI.

PART III

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

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

|Name              | Age | Position                                                                                                  
|----------------- | --- | ----------------------------------------------------------------------------------------------------------
|                  |     |                                                                                                           
|John G. Robertson | 64  | Principal Executive Officer, President,
        Chairman of the Board and Member of the Board of Directors
|Jennifer Lorette  | 33  | Secretary and Member of the Board of
        Directors                                                    
|James Vandeberg   | 61  | Chief Operating Officer, Chief Financial
        Officer and Member of the Board of Directors             

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.

- 14 -

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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 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 of the Company
  since February 1995. Since June 1994 Ms. Lorette has been Vice President of
  REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board. She
  also became a director in January 2001. Since 2001 she has been 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. 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
  November 2000 Ms. Lorette has also been a director of Linux Gold Corp. Since
  February 2001 Ms. Lorette has been a director of Teryl Resources Corp., a public
  company trading on the TSX Venture Exchange involved in gold, diamond, and oil
  and gas exploration.

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 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.

- 15 -

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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.

|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 | 2005 20042003   | 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.

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.

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, 2005, and stock options held at year
  end.

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-

- 16 -

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(1) The calculation of the value of unexercised options is
  based on the difference between the last sale price of $0.19 per share for
  our Common Stock on April 30, 2005, 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 25, 2005, 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   | 13,511,808           | 38.3%         
|the Board of Directors [1] [2]               |                      |               
|                                             |                      |               
|Access Information Services, Inc. [4]        | 12,467,508           | 35.4%         
|JGR Petroleum Inc. [9]                       | 7,825,810            | 22.2%         
|SMR Investments [10]                         | 4,370,252            | 12.4%         
|Robertson Family Trust [5]                   | 12,467,508           | 35.4%         
|Jennifer Lorette Secretary/Treasurer [1] [7] | 146,000              | *             
|James L. Vandeberg [1][6], Chief Operating   | 100,000              | *             
|Officer, Chief Financial Officer and Member  |                      |               
|of the Board of Directors                    |                      |               
|ALL EXECUTIVE OFFICERS &                     | 13,757,808           | 39.0%         
|DIRECTORS AS A GROUP (FOUR                   |                      |               
|INDIVIDUALS) (8)                             |                      |               

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 12,467,508 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

- 17 -

---

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] 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.

[4] Includes 12,467,508 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.

[5] Includes 100,000 options that are currently exercisable.
  Mr. Vandeberg's address is 22344 NE 31st Street, Sammamish, WA 98074.

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

[7] Includes 12,467,508 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 the majority
  vote of the three trustees. Mr. Robertson disclaims beneficial ownership of
  the shares owned or controlled by the Robertson Family Trust.

[8] 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

[9] 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.

- 18 -

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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.

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.

Effective March 17, 2005, we entered into a settlement and
  release agreement with Integral Concepts Inc. (“ICI”) to terminate
  the exclusive worldwide sublicense granted to the Company by ICI.

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.

- 19 -

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ITEM 13. 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)
|10.8   | Amendment No.2 to License Agreement between IAS and Wherify
      Wireless, Inc. (formerly “World Tracking Technologies, Inc.)                                               | (4)
|10.9   | JGR Petroleum, Inc. Interest in
      Oil and Gas Wells                                                                                                                      | (5)
|10.10  | West Virginia University Research
      Corporation Non-Exclusive License Agreement                                                                                          | (5)
|10.11  | West Virginia University Research
      Corporation Settlement and  Release Agreement                                                                                        | (5)
|10.12  | Integral Concepts Inc. Settlement
      and Release Agreement                                                                                                                | (5)
|23.1   | Consent of Manning Elliott                                                                                                                                                   | (5)
|31.1   | Certification of Chief Executive
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                     | (5)
|31.2   | Certification of Chief Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                     | (5)
|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 | (5)
|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   | (5)

|(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.          
|(5) | Attached hereto.                                                          

- 20 -

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

|                          | 2005        | 2004       
|------------------------- | ----------- | -----------
|Type of Services Rendered | Fiscal Year | Fiscal Year
|                          | (CAD$)      | (CAD$)     

|                        |        |       
|----------------------- | ------ | ------
|(a)  Audit Fees         | $7,750 | $7,950
|                        |        |       
|(b)  Audit-Related Fees | $1,385 | Nil   
|                        |        |       
|(c)  Tax Fees           | Nil    | $500  
|                        |        |       
|(d)  All Other Fees     | Nil    | Nil   

- 21 -

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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: July 28, 2005

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 July 27, 2004.

|Signature             | Title                                | Date   
|--------------------- | ------------------------------------ | -------
|                      |                                      |        
|/s/ John G. Robertson | Chairman of the Board, President,    | 7/28/05
|(John G. Robertson)   | Chief Executive Officer and Director |        
|                      |                                      |        
|                      |                                      |        
|/s/James Vandeberg    | Chief Operating Officer and          | 7/28/05
|(James Vandeberg)     | Chief Financial Officer and Director |        
|                      |                                      |        
|                      |                                      |        
|/s/ Jennifer Lorette  | Secretary and Director               | 7/28/05
|(Jennifer Lorette)    |                                      |        

- 22 -

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Item 7: Financial Statements

IAS Communications, Inc.
  (A Development Stage Company)

April 30, 2005

|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F–1  
|                                                              |      
|Balance
      Sheets                                          | F–2  
|                                                              |      
|Statements
      of Operations                                | F–3  
|                                                              |      
|Statements
      of Cash Flows                                | F–4  
|                                                              |      
|Statement
      of Stockholders’ Deficit                      | F–5  
|                                                              |      
|Notes to
      the Financial Statements                       | F–7  

---



Report of Independent Registered
  Public Accounting Firm

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

We have audited the accompanying
  balance sheets of IAS Communications, Inc. (A Development Stage Company) as
  at April 30, 2005 and 2004 and the related statements of operations, cash flows
  and stockholders’ deficit for the period f r om December 13, 1994 (Date
  of Inception) to April 30, 2005 and the years ended April 30, 2005 and 2004.
  These if nancial 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 audit in accordance
  with the standards of the Public Company Accounting Oversight Board (United
  States). Those standards require that we plan and perform an audit to obtain
  reasonable assurance whether the f i nancial 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 financial
  statements referred to above present fairly, in all material respects, the financial
  position of h t e Company as at April 30, 2005 and 2004, and the results of
  its operations and its cash flows for the period from December 13, 1994 (Date
  of Inception) to April 30, 2005 and the years ended April 30, 2005 and 2004
  in conformity with accounting principles generally accepted 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 any revenues and has accumulated operating losses since inception.
  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. These f i nancial statements do not include any adjustments
  that might result from the outcome of these uncertainties.

CHARTERED ACCOUNTANTS

Vancouver, Canada

July 28, 2005

F-1

---

IAS Communications, Inc.
  (A Development Stage Company) 
  Balance Sheets 
  (Expressed in U.S. Dollars)

|                                                             |                                                         | April 30, |            | April 30, | 
|------------------------------------------------------------ | ------------------------------------------------------- | --------- | ---------- | --------- | 
|                                                             |                                                         | 2005      |            | 2004      | 
|                                                             |                                                         | $         |            | $         | 
|                                                             |                                                         |           |            |           | 
|Assets                                                       |                                                        
|Current Assets                                               |                                                         |           |            |           | 
|Cash                                                         |                                                         | –         |            | 179       | 
|Prepaid Expenses                                             |                                                         | 2,000     |            | –         | 
|                                                             |                                                         |           |            |           | 
|Total Current Assets                                         |                                                         | 2,000     |            | 179       | 
|                                                             |                                                         |           |            |          
|Property and Equipment (Note 3)                              | –                                                       |           | 447        |          
|                                                             |                                                         |           |            |           | 
|Total Assets                                                 |                                                         | 2,000     |            | 626       | 
|                                                             |                                                         |           |            |           | 
|Liabilities and
      Stockholders’ Deficit                  |                                                        
|Current Liabilities                                          |                                                         |           |            |           | 
|                                                             |                                                         |           |            |          
|Cheques issued in excess of funds on deposit                 | 523                                                     |           | 234        |          
|                                                             |                                                         |           |            |           | 
|Accounts payable                                             |                                                         | 83,378    |            | 71,577    | 
|                                                             |                                                         |           |            |           | 
|Accrued liabilities                                          |                                                         | 19,784    |            | 17,721    | 
|                                                             |                                                         |           |            |          
|Due to related parties (Note 5)                              | 200,864                                                 |           | 170,917    |          
|                                                             |                                                         |           |            |          
|Convertible Debentures
      (Note 6)                        | 25,000                                                  |           | 25,000     |          
|                                                             |                                                         |           |            |           | 
|Total Liabilities                                            |                                                         | 329,549   |            | 285,449   | 
|                                                             |                                                         |           |            |          
|Commitments and Contingent
      Liabilities (Notes 8 and 9) |                                                         |           |            |          
|                                                             |                                                         |           |            |           | 
|Stockholders’
      Deficit                                  |                                                         |           |            |           | 
|                                                             |                                                         |           |            |           | 
|Preferred Stock                                              | – 50,000 shares
      authorized; none issued           | –         |            | –         | 
|                                                             |                                                         |           |            |           | 
|Common Stock (Note
      7)                                  |                                                         |           |            |           | 
|                                                             |                                                         |           |            |           | 
|Class “A”
      voting                                       | – 100,000,000 shares
      authorized without par value |           |            |           | 
|                                                             | 35,243,562
      shares issued and outstanding          | 5,831,415 |            | 5,831,415 | 
|                                                             |                                                         |           |            |           | 
|Class “B”
      non-voting                                   | – 100,000,000 shares
      authorized without par value |           |            |           | 
|                                                             | none
      issued                                       | –         |            | –         | 
|                                                             |                                                         |           |            |          
|Deficit Accumulated During the Development Stage             | (6 ,158,964                                             | )         | (6,116,238 | )        
|                                                             |                                                         |           |            |          
|Total Stockholders’ Deficit                                  | (327,549                                                | )         | (284,823   | )        
|                                                             |                                                         |           |            |          
|Total Liabilities and Stockholders’ Deficit                  | 2,000                                                   |           | 626        |          

F-2

The Accompanying Notes are an
  Integral Part of the Financial Statements

---

IAS Communications, Inc.
  (A Development Stage Company)
  Statements of Operations 
  (Expressed in U.S. Dollars)

|                                                      | Accumulated from    |   |            |   |            |  
|----------------------------------------------------- | ------------------- | - | ---------- | - | ---------- | -
|                                                      | December 13, 1994   |   | For the    |   | For the    |  
|                                                      | (Date of Inception) |   | Year Ended |   | Year Ended |  
|                                                      | to April 30,        |   | April 30,  |   | April 30,  |  
|                                                      | 2005                |   | 2005       |   | 2004       |  
|                                                      | $                   |   | $          |   | $          |  
|                                                      |                     |   |            |   |            |  
|Revenue                                               | –                   |   | –          |   | –          |  
|Operating Expenses                                    |                     |   |            |   |            |  
|Depreciation                                          | 1,823               |   | 447        |   | 688        |  
|Interest
      on convertible debentures              | 6,564               |   | 2,188      |   | 2,188      |  
|Investor
      relations                              | 1,595               |   | –          |   | 828        |  
|License                                               | 5,500               |   | 1,000      |   | 3,000      |  
|Office                                                | 6,796               |   | 1,096      |   | 2,756      |  
|Professional
      fees                               | 71,417              |   | 34,327     |   | 17,455     |  
|Transfer agent
      and regulatory                   | 11,537              |   | 4,668      |   | 3,179      |  
|Total Operating Expenses                              | 105,232             |   | 43,726     |   | 30,094     |  
|Loss from Operations                                  | (105,232            | ) | (43,726    | ) | (30 ,094   | )
|Other Income                                          |                     |   |            |   |            |  
|Gain on license
      obligation (Note 4)             | 1,000               |   | 1,000      |   | –          |  
|Loss Before Discontinued Operations                   | (104,232            | ) | (42,726    | ) | (30 ,094   | )
|Discontinued Operations                               | (6,054,732          | ) | –          |   | 150,087    |  
|Net Income (Loss)                                     | (6,158,964          | ) | (42,726    | ) | 119,993    |  
|                                                      |                     |   |            |   |            |  
|Net Income (Loss) Per Share
      - Basic and Diluted |                     |   |            |   |            |  
|- From Continuing Operations                          |                     |   | –          |   | –          |  
|- From Discontinued Operations                        |                     |   | –          |   | –          |  
|Weighted Average Shares Outstanding                   |                     |   | 35,244,000 |   | 35,244,000 |  

F-3

The Accompanying Notes are an
  Integral Part of the Financial Statements

---

IAS Communications, Inc.
  (A Development Stage Company)
  Statements of Cash Flows 
  (Expressed in U.S. Dollars)

|                                                                     | Accumulated from    |   |            |   |            |  
|-------------------------------------------------------------------- | ------------------- | - | ---------- | - | ---------- | -
|                                                                     | December 13, 1994   |   | For the    |   | For the    |  
|                                                                     | (Date of Inception) |   | Year Ended |   | Year Ended |  
|                                                                     | to April 30,        |   | April 30,  |   | April 30,  |  
|                                                                     | 2005                |   | 2005       |   | 2004       |  
|                                                                     | $                   |   | $          |   | $          |  
|                                                                     |                     |   |            |   |            |  
|Cash Flows to Operating Activities                                   |                     |   |            |   |            |  
|                                                                     |                     |   |            |   |            |  
|Net Income                                                           | (6,158,964          | ) | (42 ,726   | ) | 119,993    |  
|                                                                     |                     |   |            |   |            |  
|Adjustment to reconcile
      net loss to net cash used in operating |                     |   |            |   |            |  
|activities                                                           |                     |   |            |   |            |  
|Depreciation                                                         | 189,109             |   | 447        |   | 688        |  
|Shares
      and options issued for services                         | 556,050             |   | –          |   | –          |  
|Accounts
      payable written off                                   | (486,075            | ) | –          |   | (150,087   | )
|Assets
      written-off                                             | 455,957             |   | –          |   | –          |  
|Gain
      on shares cancelled                                       | (10                 | ) | –          |   | –          |  
|Shares
      issued for convertible debenture interest               | 18,786              |   | –          |   | –          |  
|                                                                     |                     |   |            |   |            |  
|Change in operating assets
      and liabilities                     |                     |   |            |   |            |  
|Prepaid
      expense                                                | (2,000              | ) | (2 ,000    | ) | –          |  
|Decrease
      in inventory                                          | (28,615             | ) |            |   |            |  
|Accounts payable
      and accrued liabilities                       | 744,940             |   | 13,864     |   | (6,394     | )
|                                                                     |                     |   |            |   |            |  
|Net Cash Used in Operating Activities                                | (4,710,823          | ) | (30 ,415   | ) | (35,800    | )
|                                                                     |                     |   |            |   |            |  
|Cash Flows from Investing Activities                                 |                     |   |            |   |            |  
|Purchase
      of property and equipment                             | (99,626             | ) | –          |   | –          |  
|Purchase
      of license                                            | (250,000            | ) | –          |   | –          |  
|In crease in patent
      protection costs                           | (266,822            | ) | –          |   | –          |  
|                                                                     |                     |   |            |   |            |  
|Net Cash Used in Investing Activities                                | (616,448            | ) | –          |   | –          |  
|                                                                     |                     |   |            |   |            |  
|Cash Flows from Financing Activities                                 |                     |   |            |   |            |  
|Advances
      from related parties                                  | 881,824             |   | 29,947     |   | 37,227     |  
|Checks
      issued in excess of funds on deposit                    | 523                 |   | 289        |   | (1,248     | )
|Proceeds
      from issuance of common stock                         | 4,044,924           |   | –          |   | –          |  
|Proceeds from convertible
      debentures                           | 400,000             |   | –          |   | –          |  
|                                                                     |                     |   |            |   |            |  
|Net Cash Provided by Financing Activities                            | 5,327,271           |   | 30,236     |   | 35,979     |  
|                                                                     |                     |   |            |   |            |  
|Net (Decrease) Increase in
      Cash                                | –                   |   | (179       | ) | 179        |  
|Cash – Beginning of Period                                           | –                   |   | 179        |   | –          |  
|Cash - End of Period                                                 | –                   |   | –          |   | 179        |  
|                                                                     |                     |   |            |   |            |  
|Non -cash Investing and Financing
      Activities                   |                     |   |            |   |            |  
|                                                                     |                     |   |            |   |            |  
|Shares issued to settle related
      party debt                     | 892,741             |   | –          |   | –          |  
|Shares issued for services                                           | 499,098             |   | –          |   | –          |  
|Shares issued for convertible
      debentures and accrued interest  |                     |   |            |   |            |  
|converted                                                            | 394,661             |   | –          |   | –          |  
|Shares issued for technology                                         | 1                   |   | –          |   | –          |  
|Shares issued to an officer donated back and cancelled               | (10                 | ) | –          |   | –          |  
|                                                                     |                     |   |            |   |            |  
|Supplemental Disclosures:                                            |                     |   |            |   |            |  
|                                                                     |                     |   |            |   |            |  
|Interest
      paid                                                  |                     |   | 875        |   | 1,750      |  
|Income tax paid                                                      |                     |   | –          |   | –          |  

F-4

The Accompanying Notes are an
  Integral Part of the Financial Statements

---

IAS Communications, Inc.
  (A Development Stage Company)
  Statements of Stockholders’ Equity 
  From December 13, 1994 (Date of inception) to April 30, 2005
  (expressed in U.S. dollars)

|                                                           |              |   |             |   | Deficit       |   |            |  
|---------------------------------------------------------- | ------------ | - | ----------- | - | ------------- | - | ---------- | -
|                                                           |              |   |             |   | Accumulated   |   | Total      |  
|                                                           | Common Stock |   | During the  |   | Stockholders’ |  
|                                                           | Class A      |   | Development |   | Equity        |  
|                                                           | Shares       |   | Amount      |   | Stage         |   | (D eficit) |  
|                                                           | #            |   | $           |   | $             |   | $          |  
|Balance – December 13,
      1994 (Date of inception)      | –            |   | –           |   | –             |   | –          |  
|Shares issued for cash                                     | 100          |   | 10          |   | –             |   | 10         |  
|Shares issue for technology                                | 6,000,000    |   | 1           |   | –             |   | 1          |  
|Stock issued for cash pursuant
      to:                   |              |   |             |   |               |   |            |  
|A private placement                                        | 700,000      |   | 70,000      |   | –             |   | 70,000     |  
|A public offering
      memorandum                         | 336,333      |   | 252,250     |   | –             |   | 252,250    |  
|Net loss for the period                                    | –            |   | –           |   | (83,615       | ) | (83,615    | )
|Balance – April 30, 1995                                   | 7,036,433    |   | 322,261     |   | (83,615       | ) | 238,646    |  
|Shares previously issued, donated
      back and           |              |   |             |   |               |   |            |  
|cancelled                                                  | (100         | ) | (10         | ) | –             |   | (10        | )
|Shares issued for cash pursuant
      to options exercised | 210,000      |   | 52,500      |   | –             |   | 52,500     |  
|Net loss for the year                                      | –            |   | –           |   | (480,298      | ) | (4 80,298  | )
|Balance – April 30, 1996                                   | 7,246,333    |   | 374,751     |   | (5 63,913     | ) | (1 89,162  | )
|Shares issued for cash pursuant
      to:                  |              |   |             |   |               |   |            |  
|A private placement                                        | 722,000      |   | 1,124,500   |   | –             |   | 1,124,500  |  
|Options exercised                                          | 224,000      |   | 140,500     |   | –             |   | 140,500    |  
|Shares issued for services                                 | 25,000       |   | 8,333       |   | –             |   | 8,333      |  
|Net loss for the year                                      | –            |   | –           |   | (1,044,516    | ) | (1,044,516 | )
|Balance – April 30, 1997                                   | 8,217,333    |   | 1,648,084   |   | (1,608,429    | ) | 39,655     |  
|Shares issued for cash pursuant
      to:                  |              |   |             |   |               |   |            |  
|A public offering
      memorandum                         | 263,667      |   | 197,750     |   | –             |   | 197,750    |  
|Options exercised                                          | 87,500       |   | 26,875      |   | –             |   | 26,875     |  
|A private placement                                        | 7,000        |   | 15,750      |   | –             |   | 15,750     |  
|A private placement
      and foreign units offering       | 575,600      |   | 1,007,300   |   | –             |   | 1,007,300  |  
|Shares issued for services                                 | 169,250      |   | 260,125     |   | –             |   | 260,125    |  
|Net loss for the year                                      | –            |   | –           |   | (1,633,047    | ) | (1,633,047 | )
|Balance – April 30, 1998                                   | 9,320,350    |   | 3,155,884   |   | (3,241,476    | ) | (85,592    | )
|Shares issued for cash pursuant
      to:                  |              |   |             |   |               |   |            |  
|Options exercised                                          | 2,000        |   | 500         |   | –             |   | 500        |  
|A private placement
      and foreign units offering       | 95,000       |   | 166,250     |   | –             |   | 166,250    |  
|A private placement                                        | 200,000      |   | 200,000     |   | –             |   | 200,000    |  
|Exercise of warrants                                       | 48,000       |   | 84,000      |   | –             |   | 84,000     |  
|Shares issued for services                                 | 132,000      |   | 230,640     |   | –             |   | 230,640    |  
|Shares issued pursuant to conversion
      of convertible  |              |   |             |   |               |   |            |  
|debentures including accrued
      interest                | 471,508      |   | 345,520     |   | –             |   | 345,520    |  
|Net loss for the year                                      | –            |   | –           |   | (1,219,435    | ) | (1,219,435 | )
|Balance – April 30, 1999                                   | 10,268,858   |   | 4,182,794   |   | (4,460,911    | ) | (2 78,117  | )
|Shares issued pursuant to:                                 |              |   |             |   |               |   |            |  
|A private placement                                        | 968,902      |   | 484,451     |   | –             |   | 484,451    |  
|Options exercised                                          | 2,500        |   | 2,500       |   | –             |   | 2,500      |  
|Warrants exercised                                         | 18,125       |   | 30,938      |   | –             |   | 30,938     |  
|Shares issued pursuant to conversion
      of convertible  |              |   |             |   |               |   |            |  
|debentures including accrued
      interest                | 62,854       |   | 38,266      |   | –             |   | 38,266     |  
|Net loss for the year                                      | –            |   | –           |   | (572,169      | ) | (572,169   | )
|Balance – April 30, 2000                                   | 11,321,239   |   | 4,738,949   |   | (5,033,080    | ) | (2 94,131  | )

F-5

The Accompanying Notes are an
  Integral Part of the Financial Statements

---

IAS Communications, Inc.
  (A Development Stage Company)
  Statements of Stockholders’ Equity 
  From December 13, 1994 (Date of inception) to April 30, 2005
  (expressed in U.S. dollars)

|                                                          |              |            | Deficit     |               |            |  
|--------------------------------------------------------- | ------------ | ---------- | ----------- | ------------- | ---------- | -
|                                                          |              |            | Accumulated |               | Total      |  
|                                                          | Common Stock | During the |             | Stockholders’ |           
|                                                          |              |            | Development |               | Equity     |  
|                                                          | Shares       | Amount     | Stage       |               | (Deficit)  |  
|                                                          | #            | $          | $           |               | $          |  
|                                                          |              |            |             |               |            |  
|Balance – April 30, 2000                                  | 11,321,239   | 4,738,949  | (5,033,080  | )             | (294,131   | )
|Shares issued to settle debt                              | 267,048      | 211,781    | –           |               | 211,781    |  
|Shares issued pursuant to conversion
      of convertible |              |            |             |               |            |  
|debentures including accrued
      interest               | 12,358       | 10,875     | –           |               | 10,875     |  
|Net loss for the period                                   | –            | –          | (755,406    | )             | (755,406   | )
|Balance – April 30, 2001                                  | 11,600,645   | 4,961,605  | (5,788,486  | )             | (826,881   | )
|Net loss for the year                                     | –            | –          | (752,321    | )             | (752,321   | )
|Balance April 30, 2002                                    | 11,600,645   | 4,961,605  | (6,540,807  | )             | (1,579,202 | )
|Shares issued for cash pursuant
      to a private        |              |            |             |               |            |  
|placement                                                 | 944,250      | 188,850    | –           |               | 188,850    |  
|Shares issued to settle related
      party debt          | 22,698,667   | 680,960    | –           |               | 680,960    |  
|Net income for the year                                   | –            | –          | 304,576     |               | 304,576    |  
|Balance April 30, 2003                                    | 35,243,562   | 5,831,415  | (6,236,231  | )             | (404,816   | )
|Net income for the year                                   | –            | –          | 119,993     |               | 119,993    |  
|Balance April 30, 2004                                    | 35,243,562   | 5,831,415  | (6,116,238  | )             | (284,823   | )
|Net loss for the year                                     | –            | –          | (42,726     | )             | (42,726    | )
|Balance April 30, 2005                                    | 35,243,562   | 5,831,415  | (6,158,964  | )             | (327,549   | )

F-6

The Accompanying Notes are an
  Integral Part of the Financial Statements

---

IAS Communications, Inc.
  (A Development Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. Dollars)

|1. | Development
        Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | IAS Communications,
        Inc, herein “the Company”, was incorporated on December 13,
        1994 pursuant to the Laws of th e State of Oregon, USA. The Company is
        a Development Stage Company, as defined by Statement of Financial Accounting
        Standard (“SFAS”) No. 7 “ Accounting and Reporting
        by Development Stage Enterprises”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | The Company,
        a development stage company, was engaged in the commercialization of advanced
        antenna te chnology 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 in to a wide variety
        of telecommunications applications. The Company has been granted worldwide
        non-exclusive sublicensing rights for commercial applications, excluding
        military and governmental applications, for the CTHA te chnology as described
        in Note 4. Since May 1, 2002, the Company has not actively pursued the
        development of th e CTHA. See Note 9 for legal proceedings regarding underlying
        patents.
|  
|   | Originally
        planned principal activities did not produce significant revenues and
        the pursuit of that business ceased.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | On April
        9, 2005, the Company entered into an agreement with a private company
        controlled by the President of the Company to acquire a working interest
        in two producing oil wells located in Burleson County, Texas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The Company
        has suffered recurring losses from inception, totalling $6,158,964
        and at April 30, 2005, has a working capital deficit of $327,549.
        The ability of the Company to emerge from its current dormant status is
        dependent upon it s successful efforts to acquire or develop a new business
        and raise additional equity financing to achieve profitability and positive
        cash flow. These factors raise substantial doubt about the Company’s
        ability to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | The Company
        will require significant additional capital to settle its debts and provide
        sufficient working capital for basic operations over the next twelve months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|2. | Summary
        of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-7

---

IAS Communications, Inc.
  (A Development Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. Dollars)

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

| |  |                                                             | Year Ended |  
| |  | ----------------------------------------------------------- | ---------- | -
| |  |                                                             | April 30,  |  
| |  |                                                             | 2005       |  
| |  |                                                             | $          |  
| |  |                                                             |            |  
| |  | Net loss
      — as reported                                | (42,726    | )
| |  | Add: Stock-based compensation
      expense included in net |            |  
| |  | lo
      ss — as reported                                   | –          |  
| |  | Deduct: Stock-based compensation
      expense determined   |            |  
| |  | under fair value method                                     | –          |  
| |  | Net income (loss) — pro forma                               | (42,726    | )
| |  |                                                             |            |  
| |  | Net income (loss) per share
      (basic) — as reported     | –          |  
| |  | Net income (loss) per share (basic) — pro forma             | –          |  

F-8

---

IAS Communications, Inc.
  (A Development Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. Dollars)

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

| |  |                                 | Year Ended | 
| |  | ------------------------------- | ---------- | 
| |  |                                 | April 30,  | 
| |  |                                 | 2004       | 
| |  |                                 | $          | 
| |  |                                 |            | 
| |  | Expected
      dividend yield   | 0%         | 
| |  | Risk-free interest rate         | 2.49%      | 
| |  | Expected
      volatility       | 273%       | 
| |  | Expected option life (in years) | 2          | 

| | (j) | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | SFAS No. 130, “Reporting
        Comprehensive Income,” establishes standards for the reporting
        and display of comprehensive loss and its components in the financial
        statements. As at January 31, 2005 and 2004, the Company has no items
        that represent a comprehensive loss and, therefore, has not included a
        schedule of comprehensive loss in the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (k) | Recent Accounting
        Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     | In December 2004,
        the Financial Accounting Standards Board (FASB) issued Statement of Financial
        Accounting Standard (SFAS) No. 123R, “Share Based Payment”.
        SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based
        Compensation”, and supersedes APB Opinion No. 25, “Accounting
        for Stock Issued to Employees” and it s related implementation guidance.
        SFAS 123R establishes standards for the accounting for transactions in
        which an entity exchanges its equity instruments for goods or services.
        It also addresses transactions in which an entity incurs liabilities in
        exchange for goods or services that are based on the fair value of the
        entity’s equity instruments or tha t may be settled by the issuance
        of those equity instruments. SFAS 123R focuses primarily on accounting
        for tr ansactions in which an entity obtains employee services in share-based
        payment transactions. SFAS 123R re quires a public entity to measure the
        cost of employee services received in exchange for an award of equity
        instruments based on the grant-date fair value of the award (with limited
        exceptions). That cost will be recognized over the period during which
        an employee is required to provide service in exchange for the award –
        the requisite service period (usually the vesting period). SFAS 123R requires
        that the compensation cost relating to share-based payment transactions
        be recognized in financial statements. That cost will be measured based
        on the fair value of th e equity or liability instruments issued. Public
        entities that file as small business issuers will be required to apply
        SFAS 123R in the first interim or annual reporting period that begins
        after December 15, 2005. The adoption of this standard is not expected
        to have a material effect on the Company’s results of operations
        or financial position.
|
| |     | In March 2005, the
        SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”)
        to give guidance on the im plementation of SFAS 123R. The Company will
        consider SAB 107 during implementation of SFAS 123R.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     | In December 2004,
        the FASB issued SFAS No. 153, “ Exchanges of Nonmonetary Assets
        - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion
        No. 29, “Accounting for Nonmonetary Transactions”,
        is based on the principle that exchanges of nonmonetary assets should
        be measured based on the fair value of the assets exchanged. The guidance
        in that Opinion, however, included certain exceptions to that principle.
        SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary
        exchanges of similar productive assets and replaces it with a general
        exception for exchanges of nonmonetary assets that do not have commercial
        substance. A nonmonetary exchange has commercial substance if the future
        cash flows of the entity are expected to change significantly as a result
        of the exchange. The provisions of SFAS No. 153 are effective fo r nonmonetary
        asset exchanges occurring in fiscal periods beginning after June 15, 2005
        . Early application is permitted and companies must apply the standard
        prospectively. The adoption of this standard is not expected to have a
        material effect on the Company’s results of operations or financial
        position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     | The FASB has also
        issued SFAS No. 151 and 152, but they will not have relationship to the
        operations of the Company. Therefore a description and its impact for
        each on the Company’s operations and financial position have not
        been disclosed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (l) | Reclassification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | Certain reclassifications
        have been made to the prior year’s financial statements to conform
        to the current period’s presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-9

---

IAS Communications, Inc.
  (A Development Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. Dollars)

|3. | Property and Equipment
|-- | ----------------------

| |                               |       |              | April 30, | April 30,
| | ----------------------------- | ----- | ------------ | --------- | ---------
| |                               |       |              | 2005      | 2004     
| |                               |       | Accumulated  | Net Book  | Net Book 
| |                               | Cost  | Amortization | Value     | Value    
| |                               | $     | $            | $         | $        
| |                               |       |              |           |          
| | Computer and office equipment | 3,441 | 3,441        | –         | 447      

|4. | Intangible
        Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | By Sublicense
        Agreements dated July 10, 1995, the Company was granted an exclusive worldwide
        sublicense by In tegral Concepts Inc. (“ICI”) and West Virginia
        University Research Corporation (“WVURC”) to the CTHA te chnology,
        excluding all military and governmental applications and resulting procurement
        interests. On March 17, 2005, the Company entered into Settlement and
        Release Agreements with each of ICI and WVURC to terminate the July 10,
        1995 Agreements. Accordingly, the Company was released from all previously
        accrued royalty fees. As $1,000 was accrued at the end of last year,
        this results in a gain of $ 1,000 this year.
|  
|   | On March
        17, 2005, the Company entered into a Non-Exclusive License Agreement with
        WVURC for the development, manufacture, use and sale of the CTHA technology.
        The agreement commenced on January 15, 2005. The terms of the non-exclusive
        sublicense agreement are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | All royalties
        in items (ii) and (iii) are payable within 30 days of each calendar quarter.
        The terms of the agreement remain in effect until the expiration of the
        last to expire of the patents included in the CTHA technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|5. | Related
        Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|6. | 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 the conversion during November 16, 2000 to December
        16, 2000, the convertible debentures were to be exercisable at 20% below
        the said ten- day average. The original maturity date was June 15, 2000
        . The Company will offer the debenture holders an additional extension
        on the maturity date or convert the debenture into shares.        

F-10

---

IAS Communications, Inc.
  (A Development Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. Dollars)

|7. | Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company has a
        Stock Option Plan to issue up to 2,500,000 Class “A” common
        shares to certain key directors and employees, approved and registered
        October 2, 1996, as amended. Pursuant to the Stock Option Plan the Company
        has granted stock options to certain directors and employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | The options are granted
        for current services provided to the Company. SFAS 123 requires that an
        enterprise recognize, or at its option, disclose the impact of the fair
        value of stock options and other forms of stock based compensation in
        the determination of income. The Company has elected under SFAS 123 to
        continue to measure compensation costs on the intrinsic value basis set
        out in APB Opinion No. 25. As stock options are granted at exercise prices
        based on the market price of the Company's shares at the date of grant,
        no compensation cost is recognized . However, under SFAS 123, the impact
        on net income and income per share of the fair value of stock options
        must be measured and disclosed on a fair value based method on a pro forma
        basis. As performance stock fo r non- employees is issued for services
        rendered, the fair value of the shares issued is recorded as compensation
        cost, at the date the shares are issued, based on a discounted average
        trading price of the Company's stock as quoted on the Over The Counter
        Bulletin Board. The fair value of the employee's purchase rights, pursuant
        to stock options, under SFAS 123, was estimated using the Black- Scholes
        model.
|  
|   | The following table
        summarized stock option plan activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                        | Fiscal Year Ended | Fiscal Year Ended
| | -------------------------------------- | ----------------- | -----------------
| |                                        | April 30, 2005    | April 30, 2004   
| |                                        |                   | Weighted Average 
| |                                        | Shares            | Exercise Price   
| |                                        | #                 | $                
| |                                        |                   |                  
| | Outstanding
      at beginning of year | 1,275,000         | 0.20             
| | Granted                                | –                 | –                
| | Exercised                              | –                 | –                
| | Cancelled                              | (25,000)          | 0.20             
| |                                        |                   |                  
| | Outstanding at end of year             | 1,250,000         | 0.20             
| |                                        |                   |                  
| | Exercisable at end of year             | 1,250,000         | 0.20             

|   | Stock options
        outstanding at April 30, 2005 had a weighted average remaining life of
        1.63 years (April 30, 2004 – 2.83 years).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------
|  
|8. | Commitment                                                                                                                                    
|  
|   | a)                                                                                                                                            
|  
|   | b)                                                                                                                                            
|  
|9. | Contingent
        Liabilities                                                                                                                
|  
|   | a)                                                                                                                                            
|  
|   | b)                                                                                                                                            

F-11

---

IAS Communications, Inc.
  (A Development Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. Dollars)

|9.  | Contingent
        Liabilities (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|10. | Income
        Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | The Company
        follows the provisions of SFAS No. 109, “Accounting for Income
        Taxes”. Pursuant to SFAS 109 the Company is required to compute
        tax asset benefits for net operating losses carried forward. At April
        30, 2005, the Company had net operating losses carried forward totalling
        $6,123,000 for US tax purposes which expire starting in 2010. Pursuant
        to SFAS No. 109 the Company is required to compute tax asset benefits
        for net operating losses carried forward.
|   
|    | The potential
        benefit of net operating losses has not been recognized in these financial
        statements because the Company cannot be assured it is more likely than
        not it will utilize the net operating losses carried forward in future
        years                                                                                                                                                                                                                                                           
|   
|    | A
        reconciliation of the statutory federal income tax rate to the Company’s
        effective tax rate follows:                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                                                            | April 30, | April 30,
| | -------------------------------------------------------------------------- | --------- | ---------
| |                                                                            | 2005      | 2004     
| |                                                                            |           |          
| | Statutory
      federal income tax rate                                    | 35.0%     | 34.0%    
| | Utilization of net operating
      losses carried forward from prior years | –         | (34.0%)  
| | Change in valuation allowance                                              | (35.0%)   | –        
| |                                                                            |           |          
| | Effective income tax rate                                                  | –         | –        

F-12

---

IAS Communications, Inc.
  (A Development Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. Dollars)

|10. | Income Tax (continued)                                        
|--- | --------------------------------------------------------------
|   
|    | The deferred tax liabilities and assets
      were as follows:
|   

| |                                           | April 30,  |   | April 30,  |  
| | ----------------------------------------- | ---------- | - | ---------- | -
| |                                           | 2005       |   | 2004       |  
| |                                           | $          |   | $          |  
| |                                           |            |   |            |  
| | Deferred
      tax asset                  |            |   |            |  
| | - Net operating loss carry
      forwards | 2,143,000  |   | 2,067,000  |  
| | - Less valuation allowance                | (2,143,000 | ) | (2,067,000 | )
| |                                           |            |   |            |  
| | Net deferred tax asset                    | –          |   | –          |  

F-13

---