UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[ X ]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2010

[   ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ___________________to

Commission File Number 0-21255

IAS ENERGY, INC.

(Exact name of Small Business Issuer as specified in its charter)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x       No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  o       No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o       No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 71,898,062 common shares outstanding as of December 23, 2010.

1

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Our unaudited interim consolidated financial statements follow.  These statements are presented in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States.

F-1

IAS Energy, Inc.

(A Development Stage Company)

Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)
(Unaudited)

October 31, 2010

Reader’s Note:

The unaudited interim consolidated financial statements of IAS Energy, Inc. (the “Company”) for the six month period ended October 31, 2010 have been prepared by management and have not been reviewed by the Company’s auditors.

F-2

IAS Energy, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Balance Sheets

The accompanying notes are an integral part of these consolidated financial statements.

F-3

IAS Energy, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

IAS Energy, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

IAS Energy, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

 (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

IAS Energy, Inc. and Subsidiary

(A Development Stage Company)

Notes to the Interim Consolidated Financial Statements

(Unaudited)

Note 1 - Nature of Business and Basis of Presentation

IAS Energy, Inc. was incorporated on December 13, 1994 pursuant to the Laws of the State of Oregon. The Company is a Development Stage Company. On May 24, 2007, the Company changed its name to IAS Energy, Inc.  The Company has minimal oil and gas revenues and is acquiring and developing a video-sharing website, as described in Note 3.

These consolidated financial statements include the accounts of the Company and its 60% owned subsidiary, Power Telecom Limited (“Power Telecom”), since the date the Company acquired control on September 3, 2008.

In a development stage company, management devotes most of its activities to establishing a new business, including raising capital to acquire interest in the website. Planned principle activities have not yet produced any revenues and the Company has suffered operating losses as is normal in development stage companies.

Basis of accounting and principles of consolidation

These unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars for interim financial information using the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended April 30, 2010.  These unaudited interim consolidated financial statements do not include all the information and note disclosures required by generally accepted accounting principles for annual financial statements of the Company and should be read in conjunction with the audited consolidated financial statements of the Company as at April 30, 2010. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements.  Interim results are not necessarily indicative of the results expected for the fiscal year.

Note 2 - Going Concern

The Company incurred a net loss of $134,284 and $263,235 during the six months ended October 31, 2010 and 2009, respectively and at October 31, 2010 had an accumulated deficit of $15,225,181 since its inception. The Company also has working capital deficit of $1,814,634 at October 31, 2010. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going basis and do not include any adjustments that might result from the outcome of this uncertainty.

At October 31, 2010, the Company has suffered losses from development stage activities to date.  Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.  

Note 3 - Acquisition

On November 26, 2007, the Company entered into an Equity Share Purchase Agreement (the “Agreement”) with all of the stockholders of Power Telecom, a corporation organized under the laws of Hong Kong. Pursuant to the Agreement the Company, at its option, has the right to purchase all of the issued and outstanding shares of capital stock of Power Telecom.  The consideration to be paid under the Agreement consists of 55,000,000 Class A shares of common stock of the Company and the Company is required to make cash payments to Power Telecom totaling $650,000 towards the further development of Power Telecom’s business.  Power Telecom owns the rights to the Chinese website www.video1314.com, an information sharing website.  The Company paid a non-refundable deposit of $50,000 to Power Telecom upon execution of the Agreement and an additional $300,000 capital contribution. Pursuant to the Agreement, the Company received a series of irrevocable exclusive options to purchase up to 100% of the shares of Power Telecom in stages as described below:

(i)

To purchase an initial 20% interest in Power Telecom, the Company must issue 10,000,000 Class A common shares, pay $50,000 to Power Telecom and issue 1,000,000 Class A common shares as a finder’s fee. The Company exercised this option on November 26, 2007. The 11,000,000 common shares issued were recorded at a fair value of $1,880,032.

F-8

(ii)

To purchase an additional 20% interest in Power Telecom, the Company must issue an additional 10,000,000 Class A common shares, pay a further $100,000 to Power Telecom, and issue an additional 1,000,000 Class A common shares as a finder’s fee. The Company exercised this option on March 5, 2008. The 11,000,000 common shares issued were recorded at a fair value of $2,400,441.

(iii)

To purchase an additional 20% interest in Power Telecom, the Company must issue an additional 10,000,000 Class A common shares, pay a further $150,000 to Power Telecom, and issue an additional 1,000,000 Class A common shares as a finder’s fee. The Company exercised this option on September 3, 2008. The 11,000,000 common shares issued were recorded at a fair value of $2,197,001.

(iv)

To purchase an additional 20% interest in Power Telecom, the Company must issue an additional 10,000,000 Class A common shares, pay a further $150,000 to Power Telecom, and issue an additional 1,000,000 Class A common shares as a finder’s fee.

(v)

To purchase an additional 20% interest in Power Telecom, the Company must issue an additional 10,000,000 Class A common shares, pay a further $150,000 to Power Telecom, and issue an additional 1,000,000 Class A common shares as a finder’s fee.

In accordance with FASB ASC 805, acquisitions of a controlling interest are accounted for under the purchase method of accounting.  Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair values.  Goodwill is recorded to the extent the purchase price consideration, including certain acquisition and closing costs, exceeds the fair value of the net identifiable assets acquired at the date of the acquisition.

Effective September 3, 2008, the Company owned a 60% interest in Power Telecom by having issued 33,000,000 Class A shares of common stock of the Company and making an equity contribution of $350,000 to Power Telecom for working capital purposes.

Up until September 2, 2008, the Company’s 40% investment in Power Telecom was accounted for using the equity method with the Company’s share of losses being $76,535 since acquisition.  Upon purchasing the 60% interest, the acquisition was accounted for using the purchase method and the consolidated statements of operations and cash flows include the results of operations of Power Telecom from September 3, 2008 to April 30, 2009.  The losses applicable to the non-controlling interest of Power Telecom have been allocated only to the Company’s interest as the losses exceed the non-controlling interest in the common shares of Power Telecom.

The purchase price of the 60% interest of Power Telecom is detailed as follows:

Capital contribution in cash

$   350,000

Fair value of shares of IAS’s common stock:

First tranche of 11 million shares

1,880,032

Second Tranche of 11 million shares

2,400,441

Third tranche of 11 million shares

2,197,001

Loss in equity investment prior to September 3, 2008

     (76,537)

Total Purchase Price

$ 6,750,937

The acquisition has been accounted for in accordance with the provision of FASB ASC 805. The total purchase price was allocated to the net tangible assets based on the estimated fair values. The final allocation of the purchase price is as follows:

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Goodwill represents the excess of the purchase price over the estimated fair value of the assets acquired net of the fair value of liabilities assumed in an acquisition. FASB ASC 350 requires that intangible assets with indefinite lives, including goodwill, be evaluated on an annual basis for impairment or more frequently if an event occurs or circumstances change that could potentially result in impairment.  The goodwill was tested by performing the two-step impairment test. For the year ended April 30, 2009, no impairment was recorded. During the year ended April 30, 2010, impairment was recorded and the full amount of goodwill of $7,018,592 was written-off.  

The first tranche of 11,000,000 shares issued on November 26, 2007, used the five-day average trading price of $0.23, before the announcement was made 23 October 2007, in the calculation of the fair value.  

The second tranche of 11,000,000 shares issued on March 5, 2008, used the five-day average trading price of $0.28 in the calculation of the fair value.  

The third tranche of 11,000,000 shares issued on July 30, 2008, used the five-day average trading price of $0.25 in the calculation of the fair value.  

Since these shares have trading restrictions, the aggregate fair value was calculated using the above prices, over the estimated time (based on trading restrictions) to achieve free trading status, using a 10% discount factor.

Pro forma information

The following consolidated pro forma financial information presents the combined results of operations of the Company and Power Telecom for the year ended April 30, 2009 as if the acquisitions had occurred at May 1, 2008, including the issuance of the Company’s common shares as consideration for the acquisition of Power Telecom.  

The amounts of revenue and net loss of Power Telecom since the acquisition date included in the consolidated income statement for the year ended April 30, 2009 are $7,726 and $166,395, respectively.

The consolidated pro forma financial information does not include adjustments to remove certain private company expenses, which may not be incurred in future periods.  Similarly, the unaudited consolidated pro forma financial information does not include adjustments for additional expenses, such as rent, insurance, and other expenses that would have been incurred subsequent to the acquisition date.   The unaudited consolidated pro forma financial information does not necessarily reflect the results of operations that would have occurred had the Company and Power Telecom been a single entity during these periods.

F-10

As part of the Option Agreement, the Company granted 1,000,000 stock options as stock based compensation to the subsidiary’s key employees to purchase 1,000,000 Class A common shares of the Company at a price of $0.33 per share for a period of five years. The 1,000,000 stock options were recorded at a fair value of $267,954. The options vest as to 12.5% upon grant date and an additional 12.5% every 90 days thereafter.

Change in control

Per the Option Agreement dated November 26, 2007 (Option Agreement) between the Company, Mr. Samuel Kam, a businessman and the shareholders of Biotonus Clinique Bon Port (Hong Kong) Limited, who collectively owns 100% of the issued and outstanding shares of Power Telecom, upon the exercise of the fourth option as described above, Mr. Samuel Kam and the shareholders of Biotonus Clinique Bon Port (Hong Kong) Limited will own the majority shares of common stock of the Company.

In addition, pursuant to the Option Agreement, upon the Company fully exercising the options described above, the Board of Directors of the Company shall consist of five persons, three to be nominated by Mr. Samuel Kam and the shareholders of Biotonus Clinique Bon Port (Hong Kong) Limited and two to be nominated by John Robertson, the current President of the Company. From the Option Agreement until the earlier of the date that the Company has fully exercised the options and December 31, 2013, Mr.  Samuel Kam and the shareholders of Biotonus Clinique Bon Port (Hong Kong) Limited covenant to vote their shares of the Company in favor of the composition of the Board of Directors of the Company as John Robertson, the current President of IAS, shall so direct in writing. Thus the control of the company will remain with Mr. John Robertson at least before December 31, 2013.

As at October 31, 2010 and the date of these financial statements the Company does not intend to exercise options to acquire further interest in Power Telecom.

Note 4 - Asset Retirement Obligation

The total future asset retirement obligation was estimated by management based on the Company’s net ownership interest in all wells and facilities, estimated costs to reclaim and abandon the wells and facilities, and the estimated timing of the costs to be incurred in future periods.  Although the Company’s wells are producing, the Company has estimated the total ARO to be $Nil As of October 31 and April 30, 2010, because the costs to be incurred in shutting down the wells are estimated to be minimal.

Note 5 - Related Party Transactions

Related party transactions were in the normal course of operations and are recorded at their exchange amounts. Amounts due to and from related parties are unsecured, non-interest bearing and due on demand. Related parties consist of companies that have common directors and/or officers with the Company and companies that are controlled by a significant shareholder of the Company.

As at October 31, 2010, the Company had an accounts receivable balance of $8,843 (April 30, 2010 - $1,630) which was due from related companies. The amount comprised of advances and/or expenses paid by the Company.  The amounts are non-interest bearing, unsecured and without specific terms of repayment.

As at October 31, 2010, the Company owed related companies $1,720,063 (April 30, 2010- $1,717,434) comprised of advances and/or expenses paid on behalf of the Company.  The amounts are non-interest bearing, unsecured and without specific terms of repayment.

During the six months ended October 31, 2010, the Company accrued fees to a professional law firm in which a partner of the firm is an officer and director of the Company for legal fees of $nil (2010 - $188).

On April 7, 2008, the Company entered into an agreement with Teryl Resources Corp, a related company, to sell to Teryl the remaining 40% working interest in the three gas wells located in Know and Laurel Counties, Kentucky.  In consideration, the Company received an initial payment of $25,000 and the balance will be determined after an independent valuation report prepared by a qualified petroleum geologist.  During the year ended April 30, 2009 both parties agreed to indefinitely suspend the agreement due to the characteristics of the well and the low production volumes.  As at October 31, 2010 and the date of these consolidated financial statements the sale was not completed. As such, the $25,000 paid to the Company during the year ended April 30, 2009 was recorded as due to Teryl.

F-11

During the six months ended October 31, 2010 the Company incurred $78,270 (HK$608,400) (2010 - $78,496; HK$608,400) management fees to the general manager of Power Telecom who is a shareholder owning more than 10% of the Company’s outstanding Class A common shares.

The Company shares office space with companies with related directors and officers.  The Company occupied this space rent-free during the six months ended October 31, 2010 and 2009.

Note 6 - Debentures

As at October 31 and April 30, 2010, the Company had two notes outstanding with an aggregate principal amount of $25,000. The notes are unsecured and bear interest at 8.75% per annum. The notes are in default as they originally matured on June 15, 2000. During the six months ended October 31, 2010 the Company accrued and paid interest expense of $1,094 (2010 - $1,094) on the two notes.

Note 7 - Available-For-Sale-Securities

The available-for-sale securities have been accounted for using the fair value method. The Company recorded gain of $2,369 (2010- $5,704) on sale of available for sale securities during the six months ended October 31, 2010. Cost and fair value of the securities are as follows:

Fair Value Measurements

The Company values its marketable securities held for sale under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

F-12

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The Company uses Level 1 to value its marketable securities available for sale.

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on October 31 and April 30, 2010:

Note 8 - Common Stock

On July 30, 2010 the Company issued 120,000 units pursuant to a private placement for total proceeds of $12,000.  Each unit consisted of one common share and one share purchase warrant to purchase one additional common share at a price of $0.15 per share, exercisable on or before July 29, 2011.  

On June 2, 2010 the Company issued 374,500 units pursuant to a private placement for total proceeds of $37,450.  Each unit consisted of one common share and one share purchase warrant to purchase one additional Common Share at a price of $0.15 per share, exercisable on or before June 1, 2011.  

On July 31, 2009, the Company issued 224,745 Class A common shares to a private company controlled by the President of the Company to fulfill its obligation per agreement. The fair value of the shares of $33,107 was recorded as a loss on the impairment of petroleum interest during the year ended April 30, 2010.

During the year ended April 30, 2010, the Company issued 150,000 Class A common shares at $0.05 per share upon the exercise of stock options for proceeds of $7,500.

During the year ended April 30, 2010, the Company sold 965,000 units under a private placement for cash proceeds of $96,500. Each unit consisted of one Class A common shares and one common stock warrant. The warrants are exercisable at $0.15 per share and have a term of one year.

Note 9 – Common Stock Options

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 Plan, the Company has granted stock options to certain directors and employees.

On October 22, 2007, the Company approved the 2007 Stock Option Plan to issue up to 2,000,000 Class A common shares to directors and employees and registered them on Form S-8 with the Securities and Exchange Commission.

On April 19, 2010, the Company granted 50,000 stock options from the 2007 Stock Option Plan to an employee exercisable at $0.20 per share, through April 19, 2015. The fair value of options was estimated to be $8,185 on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: risk free interest rate of 2.54%, expected volatility of 187%, an expected option life of 5 years and no expected dividends.

On February 12, 2009, the Company granted 50,000 stock options from the 2007 Stock Option Plan to an employee exercisable at $0.20 per share, through February 12, 2014. The fair value of options was estimated to be $618 on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: risk free interest

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rate of 1.28%, expected volatility of 185%, an expected option life of 2.5 years and no expected dividends.

These options granted on April 19, 2010 and February 12, 2009 vest as follows:

[i]

25% of the options vest upon granting of the option; such initial vest is referred to as the “First Vesting”;

[ii]

The second 25% of the options vest 90 days from the date of exercise of the First Vesting; such second vesting is referred to as the “Second Vesting”;

[iii]

The third 25% of the options vest 90 days from the date of exercise of the Second Vesting; such third vesting is referred to as the “Third Vesting”;

[iv]

The fourth and final 25% of the options vest 90 days from the date of the exercise of the Third Vesting; and

[v]

The options expire 60 months from the date of grant.

On April 1, 2009, the Company granted 200,000 common stock options from the 2007 Stock Option Plan to a consultant exercisable at $0.05 per share, up to April 1, 2010. The fair value of options was estimated to be $6,610 on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: risk free interest rate of 0.41%, expected volatility of 224.44%, an expected option life of 0.5 years and no expected dividends.

These options vest as follows:

[i]

25% of the options vest upon granting of the option; such initial vest is referred to as the “First Vesting”;

[ii]

The second 25% of the options vest 30 days from the date of exercise of the First Vesting; such second vesting is referred to as the “Second Vesting”;

[iii]

The third 25% of the options vest 30 days from the date of exercise of the Second Vesting; such third vesting is referred to as the “Third Vesting”;

[iv]

The fourth and final 25% of the options vest 30 days from the date of the exercise of the Third Vesting; and

[v]

The options expire 12 months from the date of grant.

During the six months ended October 31, 2010 and 2009, the Company recorded stock-based compensation of $nil and $71,946, respectively. At October 31 and April 30, 2010 the Company had $207,544 unrecognized compensation cost related to non-vested stock options, which will be recognized over future periods.

A summary of the Company’s stock option activity for the six months ended October 31, 2010 and 2009 is as follows:

The intrinsic value of “in the money” options at October 31 and April 30, 2010 was $nil.

At October 31, 2010, the range of exercise prices and the weighted average remaining contractual life of the outstanding options was $0.20 to $0.96 per share and 1.63 years, respectively.

At April 30, 2010, the range of exercise prices and the weighted average remaining contractual life of the outstanding options was $0.20 to $0.96 per share and 2.13 years, respectively.

F-14

Note 10 - Common Stock Warrants

During the six months ended October 31, 2010 the Company issued 1,494,500 common stock warrants as part of a private placement. The warrants are exercisable at $0.15 per share and have a term of one year.

During the years ended April 30, 2010, the Company issued 965,000 common stock warrants as part of a private placement. The warrants are exercisable at a price of $0.15 per share and have a term of one year.

A summary of the Company’s common stock warrant activity for the six months ended October 31, 2010 and 2009 is as follows:

The intrinsic value of “in the money” warrants at October 31 and April 30, 2010 was $nil.

At October 31, 2010, the range of exercise prices and the weighted average remaining contractual life of the outstanding warrants was $0.15 per share and 0.60 year, respectively.

At April 30, 2010, the range of exercise prices and the weighted average remaining contractual life of the outstanding warrants was $0.15 per share and 1.09 years, respectively.

Note 11 - Oil and Gas Properties

(a)

The Company entered into an agreement on April 6, 2005 with a private company controlled by the President of the Company to acquire a working interest in two oil wells located in Burleson County, Texas. The Company agreed to issue up to 1,000,000 shares of restricted common stock at the rate of one share for every $0.10 of revenue from the wells. The Company issued 775,255 of the shares due during the year ended April 30, 2009 and issued the remaining 224,745 shares on July 31, 2009 to complete the transaction.

The Company’s portion of revenue earned from these wells during the six months ended October 31, 2010 and 2009 totaled $27,129 and $6,449, respectively.

The wells are producing but a value cannot be placed on them due to the characteristics of the well and the low production volumes. As a result, all costs are impaired immediately. Total impairment recorded on the above wells was $nil and $50,995 for the six months ended October 31, 2010 and 2009, respectively.

(b)

On 4 May 2006, the Company entered into an agreement with Energy Source Inc. (“ESI”) to drill up to 24 gas wells located in Kentucky. The Company can earn a 100% working interest (60% net revenue interest) in four gas wells by paying $185,000 per well and has the option to acquire a 100% working interest (60% net revenue interest) in an additional 20 wells over an 18-month period at a price to be agreed upon. Each well is subject to a 12.5% net revenue interest to the landowner and a 27.5% interest to ESI.   On 18 May 2006, the Company entered into an agreement with Teryl, a public company related by common directors and officers, to farm-out a 40% working interest, outlined above, subject to a 12.5% net revenue interest to the landowner and a 27.5% interest to ESI, in consideration for paying 50% of the total costs of the wells.  The Company received $277,500 from Teryl during the year ended April 30, 2007, representing 50% of the cost of drilling the first, second and third wells.  On 28 September 2006, the

F-15

Company assigned a 20% working interest (12% net revenue interest) in the third well drilled as part of a financing agreement.

The Company’s portion of revenue earned from these wells during the six months ended October 31, 2010 and 2009 totaled $nil.

Due to the nature of these wells and the low production volumes, the Company is unable to estimate proved reserves. As a result all costs are impaired immediately.

Note 12 – Subsequent Event  

During November, 2010 the Company received subscription for 120,000 units pursuant to a private placement for total proceeds of $12,000.  Each unit consisted of one common share and one share purchase warrant to purchase one additional common share at a price of $0.15 per share, exercisable one year after the issuance of the common shares. As at the date of this report, the shares have not been issued.   

2

Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements."  These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy.  These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements.  Such risks and uncertainties include those set forth in our 10-K for the fiscal year ended April 30, 2010.  We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

Business Overview

We are a development stage company incorporated in the state of Oregon in 1994.  Our principal business operations are conducted in British Columbia and in China.  Our principal business operation is the continued operation and development of the Video1314 website. We have a moderate oil and gas revenue from our oil and gas interest in Texas.

We currently own a 60% interest in Power Telecom Limited (“PTL”) and have an option to purchase the remaining 40% interest.  PTL owns a 100% beneficial interest in www.video1314.com (“Video1314”) a Chinese Web 2.0 platform similar to YouTube (www.youtube.com).  

Video1314 is a fast growing Chinese Web 2.0 platform, similar to www.youtube.com, that allows users to share videos, music, and audio as well as sell goods and services using videos in its marketplace. Since its launch, Video1314 has attracted millions of users and is fast becoming one of Asia’s top Web2.0 destinations. Video1314 currently serves the Greater China region, which includes mainland China, Hong Kong, Macau and Taiwan. The features of the site are focused on free online photo, video and audio sharing; a marketplace to buy and sell goods using video, photo and audio technologies; and online educational gaming.  

Our plan of operation for the twelve months following the date of this report is to continue to develop the Video1314 website business.  We anticipate spending approximately $300,000 for general and administrative expenses, including fees we will incur in complying with reporting obligations.  

As of October 31, 2010, we had a working capital deficit of $1,814,634, compared to a working capital deficit of $1,727,339 as at April 30, 2010.  Further losses are expected until we are able to generate sufficient revenues from our 60% interest in Video1314 to cover our expenses.  

3

Results of Operations for Six months Ending October 31, 2010 (“2011”) Compared to the Six months Ended October 31, 2009 (“2010”)

We had a net loss of $134,284 during the six months ended October 31, 2010, compared to a net loss of $263,235 during the six months ended October 31, 2009.

During the six months ended October 31, 2010 upon completion of well repair we generated $27,129 revenue from and incurred operating expenses of $11,764 for our oil and gas production. During the same period in 2010, we recorded oil and gas revenue of $6,449 and no cost.

During the six months ended October 31, 2010 PTL generated $19,949 from web design and advertisement, which was absent during the same period in 2010.

Office and administrative expenses decreased by $37,889 from $163,033 in 2010 to $125,144 in 2011. The changes are largely due to the decrease in stock based compensation and a smaller increase in consulting fees.  In 2010 we had stock based compensation expense of $71,946 for stock options granted and vested during the period; in the same period of fiscal 2011 we did not have stock options granted or vested. In the first six months of 2010 we incurred consulting fees of $14,380; in the first six months of 2011 consulting fees increased to $27,200 due to the consulting fees of $12,500 paid to Tritos Inc. for shareholder information advice and public relations services, which was absent in 2010.

Professional fees decreased by $18,841 from $55,534 in 2010 to $36,693 in 2011 because in the six months ended October 31, 2010 we streamlined our financial reporting process, while accounting and auditor review fees were significant in the six months ended October 31, 2009 due to audit and accounting services on completing the acquisition of 60% interest in Power Telecom.

Transfer agent and regulatory fees increased by $4,304 from $4,732 in 2010 to $9,036 in 2011 as a result of increased share transactions in the current period.

The impairment loss on petroleum interests decreased from $50,995 in 2010 to $nil in 2011, due to the fact that our wells are producing and consistently producing net income and generating positive cash flow during the current period after the wells were repaired at the end of fiscal 2010.

Related party transactions and balances

Related party transactions were in the normal course of operations and are recorded at their exchange amounts. Amounts due to and from related parties are unsecured, non-interest bearing and due on demand. Related parties consist of companies that have common directors and/or officers with the Company and companies that are controlled by a significant shareholder of the Company.

As at October 31, 2010, the Company had an accounts receivable balance of $8,843 (April 30, 2010 - $1,630) which was due from related companies. The amount comprised of advances and/or expenses paid by the Company.  The amounts are non-interest bearing, unsecured and without specific terms of repayment.

As at October 31, 2010, the Company owed related companies $1,720,063 (April 30, 2010- $1,717,434) comprised of advances and/or expenses paid on behalf of the Company.  The amounts are non-interest bearing, unsecured and without specific terms of repayment.

During the six months ended October 31, 2010, the Company accrued fees to a professional law firm in which a partner of the firm is an officer and director of the Company for legal fees of $nil (2010 - $188).

On April 7, 2008, we entered into an agreement with Teryl Resources Corp. (“Teryl”), a related company, to sell to Teryl the remaining 40% working interest in the three gas wells located in Know and Laurel Counties, Kentucky.  In consideration, we received an initial payment of $25,000 and the balance was to be determined after an independent valuation report prepared by a qualified petroleum geologist.  During the year ended April 30, 2009 both parties agreed to indefinitely suspend the agreement due to the characteristics of the well and the low production volumes.  

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As at October 31, 2010 and the date of these consolidated financial statements the sale was not completed. As such, the $25,000 paid to us during the year ended April 30, 2009 was recorded as due to Teryl.

During the six months ended October 31, 2010 the Company incurred $78,270 (HK$608,400) (2010 - $78,496; HK$608,400) management fees to the general manager of Power Telecom who is a shareholder owning more than 10% of the Company’s outstanding Class A common shares.

We share office space with companies with related directors and officers.  We occupied this space rent-free during the six months ended October 31, 2010 and 2009.

Liquidity and Capital Resources

In the past, we have derived most of our development and operating capital primarily from the issuance of capital stock and advances from related parties.  We have also received minimal revenue from our oil and gas wells.  Although we intend to continue utilizing these sources, there is no assurance that these sources and methods would continue to be available in the future.

We advanced an additional $2,629 during the six months ended October 31, 2010 from our affiliated companies with common officers and directors.  The total amount owing to related parties is $1,720,063 or 93.7% of total current liabilities as at October 31, 2010. The balances owing to related parties are non-interest bearing, unsecured and repayable on demand.  Our affiliated companies have indicated that they will not be demanding repayment of these funds during the next fiscal year and will advance, or pay expenses on our behalf if further funds are needed.

As of October 31, 2010, our cash position was $1,096, compared to $72,322 as of April 30, 2010, and we had a working capital deficit of $1,814,634 at October 31, 2010.  We anticipate that our estimated cash requirements for operational expenses for the fiscal year ending April 30, 2011 will be approximately $300,000.

In the event that no other sources of capital were available to us in the future, on a reasonable financial basis, we would face the same obstacles as many small, undercapitalized companies do, and, in the worst case, we could be forced to reorganize or liquidate, either of which consequence would likely have an adverse financial effect upon our shareholders.

During the six months ended October 31, 2010 we financed our cash used in operations of $132,330 (2010 - $80,169) as follows:

(a)

proceeds from issuance of common shares $46,450  (2010 - $7,500) from the issuance of Common Shares pursuant to an exercise of stock options;

(b)

bank indebtedness of $3,334 in 2011 (2010 – repayment of $6,755);

(c)

advance from related parties of $2,629 (2010 - $38,646); and

(d)

$8,737 from the sale of available for sale securities (2010 - $67,377).  

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

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Critical Accounting Policies

Please see our audited consolidated financial statements for the year ended April 30, 2010 for certain accounting policies that are most important to the portrayal of our current financial condition and results of operations.

Contractual Obligations

We do not currently have any contractual obligations requiring any payment obligation from us.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4.

Controls and Procedures

Disclosure Controls

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2010. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Changes in Internal Control

We have not been able to implement any of the recommended changes to our internal control over financial reporting included in our Annual Report on Form 10-K for the year ended April 30, 2010.

During the six months ended October 31, 2010, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II- OTHER INFORMATION

Item 1.

Legal Proceedings

We are not a party to any pending legal proceeding.  Management is not aware of any threatened litigation, claims or assessments.

Item 1A.

Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

(Removed and Reserved)

Item 5.

Other Information

None.

Item 6.

Exhibits and Report on Form 8-K

(a)

Exhibit(s)

31.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)

Reports on Form 8-K

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

December 23, 2010

IAS ENERGY, INC.

/s/ John G. Robertson

John G. Robertson,

Chief Executive Officer