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

                                   FORM 10-KSB
                                 March 31, 1999


                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 1998



                         Commission file number: 0-26322


                        Eagle Capital International, Ltd.


                              a Nevada corporation

                              IRS Number 88-0303769


                        954 East 7145 South, Suite B-202
                                Midvale, UT 84047

                                 (801) 569-0400





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:       $0


         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,
1998  was  $1.75 bid, $2.oo asked.  Aggregate  market  value  of  common
stock  held by non-affiliates on that date was approximately $896,000.



                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:
                    1,997,918 shares at December 31, 1998



                       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.
         During the third  quarter of 1998,  IAC agreed to acquire the assets of
IMSI Cap Fund,  Inc.,  a private  company  with  distribution  agreements  and a
contract to supply capital  equipment to IMSI, Ltd. As part of this  transition,
IAC  reverse  split its common  stock on a 4 to 1 basis and  changed its name to
Eagle Capital International, Ltd.
         On July 23, 1999,  Eagle issued  1,286,400 of its Series A Preferred
Stock in exchange for the assets of Cap Fund and changed its name to Eagle
Capital International, Ltd..

Business Plan:
         Eagle  Capital   International,   Ltd.,   ("Eagle")  is   strategically
positioned to support the rapid development and expansion of Integrated  Masonry
Systems  International,   Ltd.  (IMSI(R)),   the  holder  of  the  domestic  and
international  patents to the proprietary IMSI(R) insulated masonry construction
block system (Block System).  Eagle Capital has committed to providing equipment
capital for the purpose of  supplying  the Block  System  technology  to IMSI(R)
construction  projects around the world. Eagle has acquired controlling interest
in joint  ventures  in Mexico,  China and India and is also  developing  its own
joint ventures,  to promote and employ the patented IMSI(R)  technology.  During
the first  quarter of 1999,  Eagle  contracted  with another  public  company to
provide financing for the first 10 mobile block plants need by IMSI or its joint
ventures.

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 400 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 1998 are as follows:

                     Q1                Q2               Q3               Q4
     High          0.06              1.81             2.38              2.06
      Low          0.06              0.05             0.25              0.81


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, 1998 and 1997 which are included in Item 7 below.

As stated in the Company's  1997 Form 10-KSB  filing,  the Company had no active
business at the end of that year. In the third quarter of 1998, negotiations for
the  acquisition  of IMSI Cap Fund,  Inc. were  conducted.  As a result of those
discussions,  the  Company  acquired  IMSI Cap Fund on July 23,  1998 by issuing
1,286,400 shares of Class A convertible preferred stock valued at $118,423.  The
principal purpose of Cap Fund was to support the rapid development and expansion
of IMSI block  building  system  products by providing the  necessary  equipment
funding.  In addition,  the following  transpired on the date of  acquisition or
shortly  thereafter:
o  4,687,868  shares of  outstanding  common  stock of the Company were
   exchanged for 1,171,967 shares of common stock under the terms of a 1-for-4
   reverse stock split. All  references to shares of the  Company's  common
   stock have been retroactively restated.
o  Holders of 330,000 shares of existing  preferred  stock of the
   Company  converted  such  shares  into  825,000  shares of the
   Company's common stock.
o  IAC, Inc. changed its name to Eagle Capital International, Ltd.
o  The former  officers and  directors of the Company were replaced by former
   Cap Fund officers and directors.

The  balance  of  the  year  was  devoted  to  capital  raising  efforts  and to
positioning the Company for profitability.

On January 15, 1999,  the Company issued 257,027 shares of its Class B preferred
stock to Great Wall New Building Systems,  Inc. (Great Wall) in exchange for 64%
of the Great Wall's  outstanding common stock. Great Wall is an entity which has
conducted the  development  of the IMSI block system in the Peoples  Republic of
China.  Prior to the Company's purchase of Great Wall's common stock, Great Wall
had raised approximately $425,000 from private investors.  This acquisition will
be accounted for as a purchase in 1999 with the assets and  liabilities of Great
Wall  recorded as of the date of  purchase  at their fair  market  value and the
operations consolidated from June 30, 1999 forward.

On January 19, 1999,  the Company issued 103,600 shares of its Class B preferred
stock to  Construction  Technologies  of India,  Inc. (CT India) in exchange for
approximately  40% of CT India's  outstanding  common  stock.  In addition,  the
Company  agreed to purchase an additional  600,000 shares from CT India at $0.25
per share for a total  purchase  price of $150,000.  Through  July 1, 1999,  the
Company  has  purchased  an  additional   200,000  shares  under  this  $150,000
commitment. Following the purchase of the additional 600,000 shares, the Company
will  own  approximately  51% of CT  India.  CT  India is an  entity  which  has
conducted  the  development  of the IMSI  block  system in  India.  Prior to the
Company's purchase of CT India's common stock, CT India had raised approximately
$175,000 from private  investors.  This  acquisition  will be accounted for as a
purchase in 1999 with the assets and  liabilities of CT India recorded as of the
dates of purchase at their fair market  values and the  operations  consolidated
from June 30, 1999 forward.

On January 19, 1999,  the Company  issued 57,250 shares of its Class B preferred
stock to Construction  Technologies of Mexico,  Inc. (CT Mexico) in exchange for
approximately  50% of CT Mexico's  outstanding  common stock.  In addition,  the
Company  agreed to purchase an additional  600,00 shares from CT Mexico at $0.25
per share for a total  purchase  price of $150,000.  Through  July 1, 1999,  the
Company  has  purchased  an  additional   150,000  shares  under  this  $150,000
commitment. Following the purchase of the additional 600,000 shares, the Company
will own  approximately  67% of CT  Mexico.  CT Mexico  is an  entity  which has
conducted  the  development  of the IMSI block  system in  Mexico.  Prior to the
Company's   purchase  of  Ct  Mexico's   common  stock,  CT  Mexico  had  raised
approximately  $150,000  from  private  investors.   This  acquisition  will  be
accounted for as a purchase in 1999 with the assets and liabilities of CT Mexico
recorded  as of the  dates of  purchase  at their  fair  market  values  and the
operations consolidated from June 30, 1999 forward.

Had  the  Company  purchased  their  interests  in  the  above  three  described
transactions  as of  January 1,  1998,  the  following  amounts  presented  on a
proforma  basis  would  have been  recorded  by the  Company  for the year ended
December 31, 1998:

                 Sales                                      $             -0-
                 Net loss                                   $         541,361
                 Basic loss per weighted average
                   common share                             $            0.89

In  addition  to  the  above  transactions,   the  Company  is  negotiating  the
acquisition of an interest in IMSI in exchange for shares of the Company's Class
B preferred  stock.  This acquisition will be accounted for by the Company using
the cost method and valued at the to be  determined  fair value of the shares of
Class B preferred stock issued.

Liquidity:
The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable  to a going concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However, the Company does not have significant cash or other material
assets, nor does it have an established  source of revenues  sufficient to cover
its operating  costs and to allow it to continue as a going concern.  Management
of the Company believes that proceeds received from the planned sales of Company
stock will enable the Company to continue as a going  concern  until the Company
becomes profitable.  In June 1999, the Company sold 600,000 shares of its common
stock at $1.25 per share.  The net proceeds  received by the Company amounted to
$652,000 after a 13% sales commission.








<PAGE>


Item 7.   Financial Statements

                                           INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Eagle Capital International, Ltd.
(Formerly IAC, Inc.)
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying  balance sheet of Eagle Capital  International,
Ltd. (formerly IAC, Inc.) (a development stage company) as of December 31, 1998,
and the related  statements of operations,  stockholders'  equity  (deficit) and
cash flows for the year then ended and from inception of the  development  stage
on January 1, 1998 through December 31, 1998. 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.  The  financial
statements of the Company for the year ended December 31, 1997,  were audited by
other  auditors  whose report,  dated April 15, 1998,  expressed an  unqualified
opinion on those statements and included an explanatory paragraph concerning the
Company's ability to continue as a going concern.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  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.  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 audit provides 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 Eagle Capital  International,
Ltd.  (formerly IAC, Inc.) (a development stage company) as of December 31, 1998
and the results of its operations and its cash flows for the year then ended and
from inception of the development  stage on January 1, 1998 through December 31,
1998 in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant operating results,  which raises substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 4. The  financial  statements  do not  include  any
adjustments that might result from the outcome of the uncertainty.

Jones, Jensen & Company
Salt Lake City, Utah
July 26, 1999


<PAGE>






                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS

                                                 December 31
                                           1998                1997

CURRENT ASSETS

   Cash                                 $       48          $     -
                                    -----------------     -----------------

     Total Current Assets                       48                -
                                    -----------------     -----------------

OTHER ASSETS

   Organizational costs - net                   -                  1,429
   Deposits on equipment                   117,100                 -
                                  -----------------     -----------------

     Total Other Assets                    117,100                 1,429
                                  -----------------     -----------------

     TOTAL ASSETS                $         117,148     $           1,429
                                  =================     =================


The  accompanying  notes  are  an  integral  part  of  these
financial statements.
<PAGE>








                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                           Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                     December 31
                                               1998                 1997
                                               ----                 ----

CURRENT LIABILITIES

   Accounts payable                 $          55,264     $           4,182
                                    -----------------     -----------------

     Total Current Liabilities                 55,264                 4,182
                                    -----------------     -----------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock,  class A;
    10,000,000  shares authorized
    of $0.001 par value, 1,586,400
    and 630,000 shares issued and
    outstanding, respectively                  1,586                   630
   Preferred stock, class B;
    10,000,000 shares authorized
    of $0.001 par value, none
    issued and outstanding                        -                     -
   Common stock; 70,000,000 shares
    authorized of $0.001 par value,
    1,997,918 and 1,172,918 issued
    and outstanding, respectively              1,998                 1,173
   Additional paid-in capital                820,768               704,126
   Deficit accumulated prior to
    January 1, 1998                         (708,682)             (708,682)
   Deficit accumulated during the
    development stage (from January 1,
    1998)                                    (53,786)                -
                                    -----------------     -----------------

     Total Stockholders
       Equity (Deficit)                       61,884                (2,753)
                                    -----------------     -----------------

     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY
      (DEFICIT)                     $         117,148     $           1,429
                                    =================     =================


The  accompanying  notes  are  an  integral  part  of  these
financial statements.
<PAGE>



                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                            Statements of Operations

                                                                 From Inception
                                                                 of Development
                                                                 Stage on
                                                                 January 1,
                                  For the Years Ended            1998 Through
                                     December 31                 December 31
                                1998             1997               1998
                           -------------    ---------------     -------------

REVENUES

   Management fees         $       -        $     90,230                -
   Other income                    -               1,876                -
                          -------------    ---------------      -------------


     Total Revenues               -               92,106                -
                          -------------    ---------------      -------------

EXPENSES

   Compensation and
    employee benefits             -               41,383               -
   General and
    administrative           53,786               79,627              53,786
                         -------------    ----------------      -------------

     Total Expenses          53,786              121,010              53,786
                         -------------    ----------------      -------------

     Loss from Operations  (53,786)             (28,904)            (53,786)
                         -------------    ----------------      -------------

NET LOSS                $  (53,786)        $    (28,904)         $  (53,786)
                        ==============    ================      =============

BASIC LOSS PER
 COMMON SHARE           $    (0.01)        $      (0.01)         $    (0.01)
                        ==============    ================      =============

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING             4,087,918            2,746,967           4,087,918
                        ==============    ================      =============

The  accompanying  notes  are  an  integral  part  of  these
financial statements.
<PAGE>



                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>


                            Preferred       Preferred       Common          Additional
                           Class A Stock   Class B Stock     Stock           Paid-In      Accumulated
<S>                  <C>      <C>      <C>     <C>     <C>       <C>      <C>          <C>

                         Shares  Amount  Shares  Amount   Shares    Amount   Capital        Deficit


Balance,
December 31, 1996      630,000  $  630    -      $  -    1,140,668   $1,141  $700,127     $ (679,778)
Stock issued for
 services valued
 at approximately
 $0.12 per share           -        -     -         -       32,250      32      3,999             -

Net loss for the
year ended
December 31, 1997          -        -     -         -          -        -        -         (28,904)
                     ---------  ------  -----    ------  --------- -------  -------      ----------


Balance, December 31,
 1997 (inception of
 development stage)   630,000     630     -        -      1,172,918   1,173   704,126     (708,682)

Issuance of pre-
 ferred Class A
 shares in
 exchange for the
 net assets of
 IMSI Cap
 Fund, Inc.         1,286,400    1,286     -        -           -      -      117,137             -

Conversion of
 Class A shares
 into common
 stock               (330,000)    (330)    -        -      825,000     825      (495)            -

Net loss for the
 year ended
 December 31, 1998         -        -      -        -          -        -         -         (53,786)
                    ----------  -------  -----   -----   ---------   ------  -------      ----------
Balance,
 December 31,
 1998               1,586,400  $ 1,586     -    $  -     1,997,918  $1,998  $820,768     $ (762,468)
                   ==========  =======   =====  ======   =========  =======  ========     ==========

</TABLE>


The  accompanying  notes  are  an  integral  part  of  these
financial statements.
<PAGE>



                                         EAGLE CAPITAL INTERNATIONAL, LTD.
                                               (Formerly IAC, Inc.)
                                           (A Development Stage Company)
                                             Statements of Cash Flows

                                                                   From
                                                                   Inception of
                                                                   Development
                                                                   Stage on
                                                                   January 1,
                                          For the Years Ended      1998 Through
                                             December 31            December 31,
                                        1998            1997          1998
                                     -----------    -----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                         $ (53,786)      $  (28,904)    $ (53,786)
   Adjustments to reconcile
    net loss to net cash used
    in operating activities:
     Amortization                       1,429             720          1,429
     Common stock issued for
      services                             -            4,031             -
   Changes in assets and
    liabilities:
     (Increase) decrease in
       prepaid expenses                    -           14,480             -
     Increase (decrease) in
       accounts payable                52,405          (2,040)        52,405
                                  -------------    -------------   ----------

       Net Cash (Used) in
        Operating Activities               48         (11,713)            48
                                  -------------   --------------   ----------

CASH FLOWS FROM  INVESTING
  ACTIVITIES                               -               -              -
                                  -------------   --------------   ----------

CASH FLOWS FROM FINANCING
  ACTIVITIES                               -               -              -
                                 --------------   --------------   ----------

NET INCREASE (DECREASE) IN CASH            48         (11,713)            48

CASH AT BEGINNING OF YEAR                  -           11,713             -
                                 -------------    --------------   ---------

CASH AT END OF YEAR              $         48     $        -        $     48
                                 =============    ==============   =========

CASH PAID FOR:

   Income taxes                  $         -      $        -        $     -
   Interest                      $         -      $        -        $     -

NON-CASH FINANCING ACTIVITIES:

   Purchase of the net
    assets of IMSI Capital
    Fund, Inc. by the issuance
    of common stock              $   118,423     $         -        $118,423


The  accompanying  notes  are  an  integral  part  of  these
financial statements.
<PAGE>





<PAGE>




                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 1998 and 1997


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

              Eagle Capital  International,  Ltd. (the Company)  (formerly  IAC,
              Inc.) is a Nevada  corporation which through December 31, 1997 was
              in  the  business  of  managing  malpractice  insurance  contracts
              between Health Professionals Coalitions, Inc. (Health) and Pacific
              Rim  Insurance  Company  (Pacific).  The  members  of  Health  are
              Podiatrists seeking affordable  malpractice  insurance and Pacific
              is a minority  shareholder  of the Company.  Under the  management
              contract, the Company was to receive 27.5% of the premiums paid by
              the  members  of Health  to  Pacific  each  month.  The  Company's
              management contract was terminated effective December 31, 1997 and
              as a result the Company was  reclassified  as a development  stage
              company effective January 1, 1998.

              On July 23,  1998,  the  Company  acquired  the net assets of IMSI
              Capital Fund, Inc. (Cap Fund) by issuing 1,286,400 shares of Class
              A convertible  preferred  stock valued at $118,423.  The principal
              purpose  of Cap Fund was to  support  the  rapid  development  and
              expansion of IMSI block building  system products by providing the
              necessary equipment funding. In addition, the following transpired
              on the date of acquisition or shortly thereafter:

o                 4,687,868  shares of  outstanding  common stock of the Company
                  were exchanged for 1,171,967  shares of common stock under the
                  terms of a 1-for-4  reverse  stock split.  All  references  to
                  shares of the Company's  common stock have been  retroactively
                  restated.

o                 Holders of 330,000 shares of existing  preferred  stock of the
                  Company  converted  such  shares  into  825,000  shares of the
                  Company's common stock.

o        IAC, Inc. changed its name to Eagle Capital International, Ltd.

o The officers and  directors of the Company were replaced by former Cap Fund
  officers and directors.





<PAGE>



                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 1998 and 1997


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              b.  Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions  that affect the reported amount of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements  and  the
              reported  amounts of revenues  and expenses  during the  reporting
              period. Actual results could differ from those estimates.

              c.  Organizational Costs

              The Company has adopted Statement of Position (SOP) No. 98-5,
              Reporting on the Costs of Start-up Activities.  In accordance with
              SOP No. 98-5, the Company has expensed all organizational costs.

              d.  Basic Loss Per Common Share

              The  Company   computes  net  loss  per  common  share  under  the
              provisions of Statement of Financial  Accounting  Standards (SFAS)
              No. 128, Earnings Per Share. Accordingly net loss per common share
              is computed under the basic method which uses the weighted average
              number of Company common shares outstanding  (assuming  conversion
              of preferred into common).

              e.  Cash and Cash Equivalents

              For  purposes  of  the  statements  of  cash  flows,  the  company
              considers investments with an original maturity of less than three
              months to be cash equivalents.

              f.  Accounting Method

              The Company's financial  statements are prepared using the accrual
              method of  accounting.  The Company has elected a December 31 year
              end.



<PAGE>



                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 1998 and 1997


NOTE 2 -      STOCKHOLDERS' EQUITY

              On  January  5,  1999,   the  Company   amended  its  articles  of
              incorporation   with  such   amendment   being   approved  by  the
              shareholders  of the Company as of December  31,  1998.  Under the
              amendment,  the number of shares of  authorized  common  stock was
              increased  to  70,000,000  and the number of shares of  authorized
              preferred  stock (all present and future  classes) being increased
              to 20,000,000.

              Class A Preferred - the Company has authorized  10,000,000  shares
              of Class A preferred  stock (Class A). Class A may be converted at
              any time at the  option of the  holder  into 2.5  shares of common
              stock  for  every  one  share  of  Class A held.  Class A also has
              cumulative  dividend and liquidation  preferential rights over all
              other  classes of stock with  dividend  rights equal to 20% of net
              income commencing with the year ending December 31, 1999.

              Class B Preferred - The Company has authorized  10,000,000  shares
              of Class B preferred  stock (Class B). Class B may be converted at
              any time at the  option  of the  holder  into 10  shares of common
              stock for  every one share of Class B held.  Class B does not have
              preferential cumulative dividend or liquidation rights.

NOTE 3 -      INCOME TAXES

              Through  December 31,  1998,  the Company had net  operating  loss
              (NOL)  carryforwards  of approximately  $750,000.  This NOL may be
              carried  forward to offset  taxable  income as  follows:  $700,000
              through  the year 2013 and $50,000  through the year 2018.  No tax
              benefit has been reported in the financial  statements because the
              Company   believes   there  is  a  50%  or   greater   chance  the
              carryforwards will expire unused.  Accordingly,  the potential tax
              benefits of the net operating loss  carryforwards  are offset by a
              valuation allowance of the same amount.

NOTE 4 -      GOING CONCERN

              The Company's  financial  statements are prepared using  generally
              accepted accounting principles applicable to a going concern which
              contemplates   the   realization  of  assets  and  liquidation  of
              liabilities in the normal course of business. However, the Company
              does not have significant cash or other material assets,  nor does
              it have an established source of revenues  sufficient to cover its
              operating  costs and to allow it to continue  as a going  concern.
              Management of the Company believes that proceeds received from the
              planned sales of Company stock will enable the Company to continue
              as a going concern until the Company becomes  profitable.  In June
              1999, the Company sold 600,000 shares of its common stock at $1.25
              per share.  The net proceeds  received by the Company  amounted to
              $652,000 after a 13% sales commission.


<PAGE>



                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 1998 and 1997


NOTE 5 -      SUBSEQUENT EVENTS

              On January 15,  1999,  the Company  issued  257,027  shares of its
              Class B preferred stock to Great Wall New Building  Systems,  Inc.
              (Great Wall) in exchange  for 64% of the Great Wall's  outstanding
              common  stock.  Great Wall is an entity  which has  conducted  the
              development  of the IMSI block  system in the Peoples  Republic of
              China.  Prior to the  Company's  purchase of Great  Wall's  common
              stock, Great Wall had raised  approximately  $425,000 from private
              investors. This acquisition will be accounted for as a purchase in
              1999 with the assets and  liabilities of Great Wall recorded as of
              the date of purchase at their fair market value and the operations
              consolidated from June 30, 1999 forward.

              On January 19,  1999,  the Company  issued  103,600  shares of its
              Class B preferred  stock to  Construction  Technologies  of India,
              Inc.  (CT India) in exchange for  approximately  40% of CT India's
              outstanding  common  stock.  In  addition,  the Company  agreed to
              purchase an additional  600,000  shares from CT India at $0.25 per
              share for a total  purchase  price of  $150,000.  Through  July 1,
              1999, the Company has purchased an additional 200,000 shares under
              this $150,000 commitment. Following the purchase of the additional
              600,000  shares,  the  Company  will own  approximately  51% of CT
              India.  CT India is an entity which has conducted the  development
              of the IMSI block system in India. Prior to the Company's purchase
              of CT India's  common  stock,  CT India had  raised  approximately
              $175,000  from  private   investors.   This  acquisition  will  be
              accounted   for  as  a  purchase  in  1999  with  the  assets  and
              liabilities  of CT India  recorded  as of the dates of purchase at
              their fair market values and the operations consolidated from June
              30, 1999 forward.

              On January 19, 1999, the Company issued 57,250 shares of its Class
              B preferred stock to Construction Technologies of Mexico, Inc. (CT
              Mexico)  in  exchange  for   approximately   50%  of  CT  Mexico's
              outstanding  common  stock.  In  addition,  the Company  agreed to
              purchase an  additional  600,00 shares from CT Mexico at $0.25 per
              share for a total  purchase  price of  $150,000.  Through  July 1,
              1999, the Company has purchased an additional 150,000 shares under
              this $150,000 commitment. Following the purchase of the additional
              600,000  shares,  the  Company  will own  approximately  67% of CT
              Mexico. CT Mexico is an entity which has conducted the development
              of the  IMSI  block  system  in  Mexico.  Prior  to the  Company's
              purchase  of Ct  Mexico's  common  stock,  CT  Mexico  had  raised
              approximately  $150,000 from private  investors.  This acquisition
              will be  accounted  for as a purchase  in 1999 with the assets and
              liabilities  of CT Mexico  recorded as of the dates of purchase at
              their fair market values and the operations consolidated from June
              30, 1999 forward.



<PAGE>



                        EAGLE CAPITAL INTERNATIONAL, LTD.
                              (Formerly IAC, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 1998 and 1997


NOTE 5 -      SUBSEQUENT EVENTS (Continued)

              Had the  Company  purchased  their  interests  in the above  three
              described  transactions  as of  January  1,  1998,  the  following
              amounts  presented on a proforma basis would have been recorded by
              the Company for the year ended December 31, 1998:

                   Sales                             $             -0-
                   Net loss                          $         541,361
                   Basic loss per weighted average
                     common share                    $            0.89

              In addition to the above transactions,  the Company is negotiating
              the  acquisition  of an interest in IMSI in exchange for shares of
              the Company's Class B preferred  stock.  This  acquisition will be
              accounted  for by the Company  using the cost method and valued at
              the to be determined fair value of the shares of Class B preferred
              stock issued.



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
----                ---    ----------------     ----                  ------
Douglas Alan Dent   52     Director, President  Until replaced        4Q 1998
Ralph Thomson              Director, VP         Until replaced        4Q 1998

    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.

Douglas Alan Dent has been involved in the residential, apartment and commercial
 real estate development business for 26 years.  He received his B.A. from the
 University of Utah.

Dr. Ralph Thomson has over thirty years of experience in state/local and
 national advocacy, legislative and regulatory activity as well as international
 policy making, negiotations, technology and trade consulting, business and
 education.  He has master's degrees and a PhD in international affairs,
 economics, law and diplomacy from the Fletcher School of Law and Diplomacy and
 Harvard University.




Item 10.    Executive Compensation.
         The only  compensation  dispensed in 1998 was in the form of restricted
common stock.  Former  President,  Dr.  Michael Wener,  received  100,000 shares
and  Jeffrey  Ferries the new  President  received 25,000 shares.  There are no
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, 1998.

         (1)               (2)                   (3)                 (4)
    Title of Class   Name & Address of    Amount & Nature of     % of Class
    (a) (b) (c)      Beneficial Owner     Beneficial Owner

Common Stock:
                    Dr. Michael Wener         1,308,000             65.5%
                    206 Ridgewood
                    San Rafael, CA  94901
                    Richard W. Lahey            134,356              6.7%
                    130 McAllister Avenue
                    Kentfield, CA 94904
                    Jon S. Heim                 106,250              5.3%
                    1610 Tiburon Blvd
                    Tiburon, CA  94920
Preferred Stock:
                    Richard W. Lahey            300,000            100%
                    130 McAllister Avenue
                    Kentfield, CA 94904

(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  1,997,918  at
December 31, 1998. (c) Total number of preferred shares  outstanding is 300,000.
Each preferred share is convertible  into 2.5 shares of common stock and carries
equivalent voting rights.



<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.


Item 13.    Exhibits and Reports on Form 8-K.
(a)  Exhibit Table
         Agreement  to  Acquire  Cap Fund  Change in terms of stock  Acquisition
         agreement with Wynne Any material contract

         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/ Anthony D'Amato
         President


Date:    August 10, 1999




         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/ Anthony D'Amato
                                                       President

                                                      Date:   August 10, 1999