UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
May 12, 1998
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1997
Commission file number: 0-26322
IAC, Inc.
a Nevada corporation
IRS Number 88-0303769
714 "C" Street, San Rafael, California 94901
(800) 554-1250
Securities registered under 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, $.001 par value OTC Bulletin Board
Check whether 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. Yes _X__ No __
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of 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.
_X_
State issuer's revenues for its most recent fiscal year: $92,106
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
The average bid and asked price at the close of trading on December 31, 1997
was $.02. Aggregate market value of common stock held by non-affiliates on that
date was approximately $49,400.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under the plan confirmed by the court. Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
4,401,578 shares at December 31, 1997
DOCUMENTS INCORPORATED BY REFERENCE
see Item 13.
Transitional Small Business Disclosure Format (Check one): Yes ___ No _X_
<PAGE>
PART I
Item 1. Description of Business.
History:
International Association Services, Limited, a British Virgin Islands
corporation, was formed on November 21, 1990, as an association of podiatrists
who wanted to meet to discuss and address common concerns and interests. This
group of podiatrists, then as now, has had a management agreement with Dr.
Michael Wener. In 1991, The Academy of Ambulatory Foot Surgery, Inc. requested
Dr. Wener to look into possibilities of obtaining a group medical malpractice
insurance policy for members of The Academy and the Association. On April 10,
1992, the company filed a DBA registration in California as International
Associations' Coalition, Inc. ("Coalition"). On June 25, 1993, Dr. Wener formed
a Nevada corporation, International Associations' Coalition, Inc. and did not
renew the BVI registration; the California DBA was therefore terminated. The
Nevada corporation continues to operate and provide services to the podiatrists.
In late 1994, Lease Rite, Inc. a former subsidiary of a SEC registered
company, Trvlsys, Inc., formed a wholly owned subsidiary, IAC, Inc., a Nevada
corporation, and merged with it. In January 1996, Dr. Wener assigned his
management contract with International Associations' Coalition, Inc. to IAC,
Inc.
In December 1997, the Company agreed to the termination of Dr. Wener's
employment and to the contract with Health Professionals, the successor company
to Coalitions.
Business Plan:
After an exhaustive attempt to attract capital to finance a RRG for the
managed group of podiatrists, the Board has decided to search for another
business to acquire.
Item 2. Description of Property
The Company has no property.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders There were no
matters submitted to security holders.
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's common stock began trading on the OTC Bulletin Board in
the last quarter of 1996. Therefore, quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions. There are approximately 300 holders of the common stock. Although
there are no restrictions on the issuance of dividends, there have been no
dividends issued on the Company's common equity to date.
Quotations for the Company's common stock for 1997 are as follows:
Q1 Q2 Q3 Q4
High 0.47 0.47 0.20 0.12
Low 0.22 0.10 0.08 0.005
Item 6. Management's Discussion and Analysis or Plan of Operation.
The following discussion relates to the audited financial statements for the
years ended December 31, 1997 and 1996 which are included in Item 7 below.
Management fees in 1997 declined $31,620 from the preceding year. This was due
to a decrease in premiums written to the podiatry group under management, the
result of a decrease in insurance premiums due to competitive pressures from
other insurance carriers, as well as a decrease in the number of podiatrists in
the group.
During 1997, IAC entered into various agreements to provide certain consulting
services. IAC issued 129,000 shares in connection with these agreements. These
services were valued at $.03 per share and were recognized as expense in 1997.
(See Note 4 to the consolidated financial statements.)
Administrative expenses decreased due to lower activity associated with the
management contract and reduced payroll expenses.
Liquidity: During the past several years, IAC has used all it's of cash in its
operations with the result that the company had no cash at December 31, 1997.
The Company has been seeking funding for the initial capitalization of a Risk
Retention Group (RRG) for podiatrists. Without a RRG, IAC is unable to
substantially expand its marketing efforts to podiatrists around the country and
reduce its dependence upon the limited number of members of Health. At its
December 1, 1997 meeting, the Board of Directors decided to cease the search for
capital and to terminate the management contract with Health. It was further
decided that the company would seek an acquisition.
<PAGE>
Item 7. Financial Statements
April 15, 1998
To the Board of Directors of IAC, Inc.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of operations and accumulated deficit, changes
in stockholders' equity and of cash flows present fairly, in all material
respects, the financial position of IAC, Inc. at December 31, 1997 and 1996 and
the results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has incurred operating losses
during the past two years, has both a stockholders' and a working capital
deficit, and has terminated its management contract with Health Professionals
Coalitions, Inc. effective December 31, 1997. The foregoing raises substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Odenberg, Ullakko, Muranishi & Co.
<PAGE>
IAC, Inc.
Consolidated Balance Sheet
December 31
1997 1996
--------------------------------
ASSETS
CURRENT ASSETS
Cash in bank $ 11,713
Prepaid expense 14,480
--------------------------------
TOTAL CURRENT ASSETS 26,193
--------------------------------
OTHER ASSETS
Investment in equity security
Organizational costs, net of amortization $ 1,429 2,149
-------------- -----------------
TOTAL ASSETS $ 1,429 $ 28,342
================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,182 $ 6,222
--------------------------------
4,182 6,222
--------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value, 5,000,000 shares
authorized; 630,000 shares outstanding 2,500 2,500
Capital stock, $.001 par value, 25,000,000 shares
authorized; 4,401,578 and 4,272,578
shares outstanding respectively 4,402 4,273
Additional paid in capital 699,027 695,125
Accumulated deficit (708,682) (679,778)
--------------------------------
(2,753) 22,120
--------------------------------
$1,429 $28,342
================================
See accompanying notes to consolidated financial
statements.
<PAGE>
IAC, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
AND ACCUMULATED DEFICIT
Year Ended December 31
1997 1996
REVENUES
Management Fees $ 90,230 $ 135,346
Other income 1,876 21,994
--------------------------------
92,106 157,340
--------------------------------
OPERATING AND GENERAL EXPENSES
Compensation and employee benefits 41,383 94,036
Promotion and trade shows 7,255 363,417
Administrative expenses 71,572 162,098
--------------------------------
120,210 619,551
--------------------------------
--------------------------------
LOSS FROM OPERATIONS (28,104) (462,211)
--------------------------------
INCOME TAXES (800) (1,600)
--------------------------------
NET LOSS (28,904) (463,811)
DEFICIT-beginning of period (679,778) (215,967)
--------------------------------
DEFICIT- end of period $ (708,682) $ (679,778)
================================
Loss Per Share $ (0.01) $ (0.11)
Weighted average number of
common shares outstanding 4,337,078 4,039,912
=================================
See accompanying notes to consolidated financial
statements.
<PAGE>
IAC, Inc.
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 1996 and 1997
<TABLE>
Preferred Stock Capital Stock
Paid-in Accumulated
Shares Amount Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1995 630,000 $ 2,500 3,693,578 $ 3,694 $283,604 ($ 215,967) $ 73,831
Sale of common stock
1,600 1,600
Stock issued for
services:
Legal fees ....... 20,000 20 7,980 8,000
Corporate
communications . 305,000 305 304,695 305,000
Insurance coverage 200,000 200 47,300 47,500
Consulting ....... 50,000 50 49,950 50,000
Other stock issued .. 4,000 4 (4)
Net loss for year ... (463,811) (463,811)
--------
Balances at
December 31, 1996 630,000 2,500 4,272,578 4,273 695,125 (679,778) 22,120
Stock issued for
services
Corporate
Communications . 129,000 129 3,902 4,031
Net loss for year ... (28,904) (28,904)
-------
Balances at
December 31, 1997 ... 630,000 $ 2,500 4,401,578 $ 4,402 $ 699,027 $ (708,682) $ (2,753)
========
</TABLE>
See accompanying notes to consolidated financial
statements.
<PAGE>
IAC, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (28,904) $(463,811)
Adjustment to reconcile net loss to net cash (used in)
operating activities:
Decrease in receivable from related party 22,809
Decrease in refundable payroll taxes 3,973
Decrease in accounts payable and other
liabilities (2,040) 2,435
Decrease (increase) in prepaid expenses 14,480 (14,480)
Common stock issued for services 4,031 410,500
Amortization 720 720
-----------------------------------
Net Cash Used In Operating Activities (11,713) (37,854)
-----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of (investment in) equity securities 10,000
-----------------------------------
Net Cash Provided for (Used In) Investing Activities 10,000
-----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock, net of expenses 1,600
------------------------------------
Net Cash Provided By Financing Activities 1,600
------------------------------------
Net (Decrease) In Cash (11,713) (26,254)
------------------------------------
Cash At Beginning Of Period 11,713 37,967
------------------------------------
Cash At End Of Period $ - $ 11,713
====================================
Cash paid during the year for:
Interest $ - $ 6,741
====================================
Taxes $ - $ 1,600
====================================
See accompanying notes to consolidated financial
statements.
<PAGE>
IAC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
Note 1 - Organization, operations and summary of significant accounting
policies:
Organization:
IAC, Inc. ("IAC") is a Nevada corporation engaged in the business of managing
a malpractice insurance contract between International Associations' Coalition,
Inc. ("Coalitions"), a related party, and an unrelated insurance company,
United International, Inc. ("United"). Effective October 1, 1996, the insurance
contract was assumed by Pacific Rim Insurance Company ("Pacific Rim"), a
minority stockholder of IAC. The members of Coalitions and its successor,
Health Professionals Coalitions, Inc. ("Health") are podiatrists seeking
affordable malpractice insurance. Under the management contract, IAC is
entitled to receive 27.5% of the premiums paid by the podiatrists to United and
Pacific Rim each month.
The term of the insurance contract between the Coalitions/Health and
the insurance carriers is one year and is generally renewable if both parties
have performed satisfactorily. The management contract between IAC and Coalition
also has a term concurrent with the insurance contract. The management contract
between IAC and Coalitions/Health was terminated effective December 31, 1997.
Coalitions was wholly owned by IAC's Chairman and majority shareholder.
In September 1996, the business of Coalitions' was transferred to a newly
created company, Health Professionals Coalition, Inc., which is also wholly
owned by IAC's majority shareholder.
On December 8, 1995, IAC formed a subsidiary, Mt. Tam Re, Inc. in Nevis
(in the West Indies) with initial capital of $25,000. Mt. Tam Re was formed to
provide reinsurance coverage for other insurance companies. Mt Tam Re, Inc. was
dissolved in 1997 (see Note 5).
Basis of Presentation
The consolidated financial statements have been prepared on the going
concern basis. IAC has reported a net loss during the past two years. IAC has a
$4,182 working capital deficit and stockholders' deficit of $2,753, and has
effectively ceased operations as a result of terminating its management contract
with Health Professionals, Inc.
("Health").
In addition, pursuant to a Cease and Desist Order issued by the Texas
Insurance Commissioner effective April 21, 1997, IAC and Health could not
provide insurance for podiatrists residing in Texas, since Pacific Rim is not
licensed in Texas and was ordered to pay a $10,000 fine. The Order provided that
IAC could in the future accept payment of premiums if they became authorized to
conduct business in Texas by either forming a risk retention group or retaining
an insurance broker and insurer licensed in Texas. Management was unable either
to form a risk retention group or retain an insurer licensed in Texas. In 1996,
Health and Coalitions' in the aggregate collected insurance premiums of $95,000
from podiatrists in Texas, which resulted in IAC receiving management fees of
approximately $26,000 in 1996.
In 1996, the Company received revenues of approximately $19,000 from
Mt. Tam Re reinsurance premiums and a gain from the sale of a security. Mt Tam
Re, Inc. was dissolved in 1997.
The foregoing raises substantial doubt about the Company's ability to
continue as a going concern. Management is planning to refocus the business as a
result of terminating its agreement with Health Professionals, Inc. and is
searching for an acquisition candidate.
Note 2 - Summary of significant accounting policies:
The process of preparing financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions regarding certain types of assets, liabilities, revenues and
expenses. Such estimates primarily relate to unsettled transactions and events
as of the date of the financial statements. Accordingly, upon settlement, actual
results may differ from the estimated amounts.
Revenues are recorded by IAC when insurance premiums are collected by
Coalitions or Health.
Expenses are recorded on the accrual basis of accounting.
The carrying value of cash, marketable equity securities, note
receivable, accounts payable and accrued liabilities is a reasonable estimate of
fair value of these financial instruments.
Note 3 - Issuance and sales of stock:
On November 8, 1994, the Company initiated a private placement of
common stock at a price of $1 per share. During the years ended December 31,
1995 and 1996, proceeds of $66,999 and $1,600 respectively were received from
the sale of stock. The proceeds in 1995 included the sale of 28,500 shares of
common stock at $1 per share to the IAC Risk Retention Group, Inc.
In March 1995, the issuance of 420,000 preferred shares to a
shareholder in 1994 was rescinded and the balances in the stockholders' equity
have been appropriately adjusted.
Each share of preferred stock is entitled to one vote per share and is
convertible into 10 shares of common stock; the preferred stock has neither
dividend rights nor preference in liquidation.
On January 2, 1996, IAC entered into a one year consulting contract
with North American Corporate Consultants (NACC). As consideration, NACC was
issued 250,000 shares of IAC's free trading common stock at a fair market value
of $1 per share. The $250,000 cost of this contract was recognized ratably
throughout 1996.
Other consultants were also issued an aggregate of 55,000 shares of
free trading stock for their services. These services were valued at $1 per
share and recognized as expense during 1996.
In May 1996, the Company issued 100,000 restricted shares to Pacific
Rim in exchange for Pacific Rim providing retroactive insurance coverage for
members of Coalitions'. Such restricted shares were valued at $.375 per share
and were recorded as expense during 1996. Note 3 (continued):
In November 1996, the Company's board of directors authorized the
issuance of an additional 100,000 restricted shares to Pacific Rim as additional
consideration for Pacific Rim providing insurance coverage for certain insurance
claims. Such restricted shares were valued at $.10 per share and were recorded
as expense during 1996.
In addition 20,000 restricted shares were issued to the Company's legal
counsel for services which were valued at $.40 per share and the legal expense
was recorded in 1996.
During 1996, IAC entered into an agreement with an affiliate of RMJ
Associates to provide certain consulting services. This agreement required the
issuance of 50,000 shares of free trading stock. These services were valued at
$1 per share and recognized as expense in 1996.
During 1997, IAC entered into various agreements to provide certain
consulting services. IAC issued 129,000 shares in connection with these
agreements. These services were valued at $.03 per share and were recognized as
expense in 1997.
Note 4 - Mt. Tam Re Trust:
In December 1995, a shareholder of IAC deposited common stock of an OTC
Bulletin Board company in a trust account, which is held by a domestic stock
brokerage firm. These securities are to serve as additional capital, for
reinsurance underwriting purposes, for Mt. Tam Re, Inc. At December 31, 1996,
the value of the securities held by the trust was $73,500. Under the terms of
the trust agreement, the trustee can require this shareholder to add sufficient
securities to the trust to maintain an aggregate value of $500,000 as of each
quarter. In March of 1997, the Company made a demand upon the stockholder to add
additional securities to the trust to bring its value to $500,000. During 1996,
the shareholder received compensation of $6,250 under this trust agreement.
Until the trust account is supplemented with additional capital, Mt. Tam is not
able to underwrite reinsurance contracts.
Effective August 1, 1996, Mt. Tam Re, Inc. entered into a reinsurance
contract with another reinsurance company indirectly owned by IAC's Chairman to
provide insurance coverage to Coalitions' members. This reinsurance contract
was canceled effective December 6, 1996. Mt. Tam received premiums of $11,250.
The insurance coverage was made on a made claims basis and no claims were filed
with the carriers while this reinsurance contract was in force.
During 1997, the Mt Tam Re trust account was closed and Mt. Tam Re,
Inc. was dissolved.
Note 5 - Income taxes:
At December 31, 1997, a valuation allowance of approximately $110,000
was provided for deferred tax assets relating primarily to the future tax
benefit of IAC's net operating loss carryforwards. As a result, the future tax
benefit of IAC's net operating losses has not been recognized in the
accompanying financial statements.
At December 31, 1997, IAC's consolidated net operating loss carry
forwards (NOL's) amounted to approximately $545,000 for federal tax purposes.
These NOL's will expire from 1999 through 2012. For California franchise tax
purposes, the NOL is approximately $287,000 and expires in 2002. Item 8. Changes
In and Disagreements With Accountants on Accounting and Financial Disclosure.
There were no disagreements with accountants.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Name Age Position, Office Term Served
- ---- --- ---------------- ---- ------
Jeffrey E. Ferries 52 Director, President Until replaced 1997
There are no other significant employees. There are no family
relationships between the above listed persons, nor is there any involvement in
certain legal proceedings. None of the above serve as directors in any other
reporting companies.
Jeffrey E. Ferries, CPA
Mr. Ferries has held a number of positions as CFO, Controller, and
Officer and Director in a variety of companies in a variety of industries. He
currently serves as CFO for with a private company resolving the Year 2000
computer problem.
Item 10. Executive Compensation.
The sole officer who received a salary was the former President, Dr.
Michael Wener, who received $41,383 in the year ended December 31, 1997. There
are no other compensation or bonus plans.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth security ownership as known to the
Company as of December 31, 1997.
(1) (2) (3) (4)
Title of Class Name & Address of Amount & Nature of Percent of Class
(a) (b) (c) Beneficial Owner Beneficial Owner
Common Stock Dr. Michael Wener 2,100,450 47.8%
206 Ridgewood
San Rafael, CA 94901
Richard W. Lahey 737,426 16.8%
130 McAllister Avenue
Kentfield, CA 94904
Preferred Stock Dr. Michael Wener 587,500 93.3%
206 Ridgewood
San Rafael, CA 94901
Jon S. Heim 42,500 6.8%
1610 Tiburon Blvd
Tiburon, CA 94920
(a) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities.
(b) Total number of common shares outstanding is 4,401,578 at December 31, 1997.
(c) Total number of preferred shares outstanding is 630,000. Each preferred
share is entitled to one vote and is convertible into ten shares of common
stock.
<PAGE>
Item 12. Certain Relationships and Related Party Transactions.
The Company does not have specific guidelines as to how to deal with
potential conflicts. Rather, the management's guiding principle will always be
the fiduciary responsibility of those concerned. Further, as to an opportunity
that might be attractive to the Company and to another entity or entities with
which officers, directors or key employees have an interest, the opportunity
would be regarded as that of the concern to which it first came. The Company
does not at present have any specific plans, arrangements, commitments or
undertakings as to proposed transactions that would reasonably be thought to
give rise to conflicts of interest with affiliates.
If any of the Company's officers, directors, key employees or their
affiliates generate prospects deemed attractive by the Company and in which the
company ultimately acquired an interest, the Board of Directors may authorize
compensation to such person. No guidelines have been adopted by the Board of
Directors regarding the amount or form of compensation to be paid in connection
with the generation of such prospects.
Dr. Wener assigned his interests in the Consultation Agreement with
International Associations' Coalition, Inc. to IAC, Inc. in exchange for
2,100,000 shares of the Common Stock and 210,000 shares of Convertible Preferred
Stock in IAC, Inc.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibit Table
Articles of Incorporation
By-laws
Material Contracts
Podiatric Consultation Agreement
Addendum to Podiatric Consultation Agreement
Agreement for Issuance of Group Master Insurance Policy
Plan of Acquisition, Reorganization
Additional Exhibits
Nevada Business Code. 78.037
The above documents are hereby incorporated by reference to Amendment
#3 of the Company's Form 10-SB filed November 2, 1996.
Exhibit 27. Financial Data Schedule
(b) There were no Form 8-K's filed.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
IAC, Inc.
(Registrant)
By: /s/ Jeffrey E. Ferries
Jeffrey E. Ferries, President
Date: May 12, 1998
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By: /s/ Jeffrey E. Ferries
Jeffrey E. Ferries, President
Date: May 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE DECEMBER 31, 1997
CONSOLIDATED FINANCIAL STATEMENTS OF IAC, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000947431
<NAME> IAC, Inc.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,429
<CURRENT-LIABILITIES> 4,182
<BONDS> 0
0
630,000
<COMMON> 4,401,578
<OTHER-SE> 699,027
<TOTAL-LIABILITY-AND-EQUITY> 1,429
<SALES> 90,230
<TOTAL-REVENUES> 92,106
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (28,104)
<INCOME-TAX> 800
<INCOME-CONTINUING> (28,104)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,904)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
