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