**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





(Mark
      One)


**x** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE**


**ACT
      OF 1934**





**For
      the Fiscal Year Ended February 29, 2008**





**o** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**





**For
      the transition period from _________ to __________**





**Commission
      file number: 0-23506**




**IGIA,
      INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **33-0601498**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)





**Suite
      288**


1173-A
      2nd Avenue


**New
      York, NY 10021**


(Address
      of principal executive offices)





**(212)
      575-0500**


(Registrant's
      telephone number, including area code)





**IGIA,
      INC.**


**16
      East 40** **th** **Street, 12** **th** **Floor, New York, NY 10016**


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





Securities
      registered under Section 12(b) of the Exchange Act: None.





Securities
      registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par
      value $.001





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of1934 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 o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B 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. o





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





State
      Registrant's revenues for fiscal year ended February 29, 2008:
      $0.00





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days: $141,272 as of June 10, 2008 based
      on
      the average bid and asked price of $0.00035 per share as of June 10,
      2008.





State
      the
      number of shares outstanding of each of the registrant's classes of common
      equity, as of the latest practicable date:





Common
                Stock, par value $.001 per share
            03,634,177(Class)
            (Outstanding
                as of June 10, 2008)










**EXPLANATORY
      NOTE**





This
      annual report on Form 10-KSB does not contain all of the information required
      to
      be disclosed under the Securities Exchange Act of 1934, as amended, and the
      rules and regulations promulgated thereunder.  In particular, this annual
      report does not contain the financial statements required by Item 310 of
      Regulation S-B, Management’s Discussion and Analysis required by Item 303 of
      Regulation S-B, disclosure controls and procedures required by Items 307 and
      308
      of Regulation S-B, internal control over financial reporting required by Items
      307 and 308T of Regulation S-B, Principal Accountant Fees and Services required
      by Item 9(e) of Schedule 14A and certifications required under Rule 13a-14
      of
      the Securities Exchange Act of 1934, as amended, and Section 1350 of the
      Sarbanes-Oxley Act of 2002.  In addition, some of the information included
      in this annual report is as of February 28, 2007, the most recent date as of
      which audited financial information is available. The Company intends to file
      an
      amendment to this annual report on Form 10-KSB to provide the missing
      information and update the 2007 information with current information once it
      becomes available.




**FORWARD
      LOOKING STATEMENTS**





This
      Annual Report on Form 10-KSB (including the section regarding Management's
      Discussion and Analysis of Financial Condition and Results of Operations)
      contains forward-looking statements regarding our business, financial condition,
      results of operations and prospects. Words such as "expects," "anticipates,"
      "intends," "plans," "believes," "seeks," "estimates" and similar expressions
      or
      variations of such words are intended to identify forward-looking statements,
      but are not deemed to represent an all-inclusive means of identifying
      forward-looking statements as denoted in this Annual Report on Form 10-KSB.
      Additionally, statements concerning future matters are forward-looking
      statements.





Although
      forward-looking statements in this Annual Report on Form 10-KSB reflect the
      good
      faith judgment of our Management, such statements can only be based on facts
      and
      factors currently known by us. Consequently, forward-looking statements are
      inherently subject to risks and uncertainties and actual results and outcomes
      may differ materially from the results and outcomes discussed in or anticipated
      by the forward-looking statements. Factors that could cause or contribute to
      such differences in results and outcomes include, without limitation, those
      specifically addressed under the heading "Risks Related to Our Business" below,
      as well as those discussed elsewhere in this Annual Report on Form 10-KSB.
      Readers are urged not to place undue reliance on these forward-looking
      statements, which speak only as of the date of this Annual Report on Form
      10-KSB. We file reports with the Securities and Exchange Commission ("SEC").
      We
      make available on our website under "Investor Relations/SEC Filings," free
      of
      charge, our annual reports on Form 10-KSB, quarterly reports on Form 10-QSB,
      current reports on Form 8-K and amendments to those reports as soon as
      reasonably practicable after we electronically file such materials with or
      furnish them to the SEC. Our website address is www.igia.com. You can also
      read
      and copy any materials we file with the SEC at the SEC's Public Reference Room
      at 100 F Street, NE, Washington, DC 20549. You can obtain additional information
      about the operation of the Public Reference Room by calling the SEC at
      1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov)
      that contains reports, proxy and information statements, and other information
      regarding issuers that file electronically with the SEC, including
      us.





We
      undertake no obligation to revise or update any forward-looking statements
      in
      order to reflect any event or circumstance that may arise after the date of
      this
      Annual Report on Form 10-KSB. Readers are urged to carefully review and consider
      the various disclosures made throughout the entirety of this annual Report,
      which attempt to advise interested parties of the risks and factors that may
      affect our business, financial condition, results of operations and
      prospects.




**PART
      I**




**ITEM
      1 - BUSINESS**





**Our
      History**





We
      were
      incorporated in the State of Delaware in May 1992 under the name “Quasar
      Projects Company” for the purpose of merging with or acquiring a company with
      operations and assets. From our inception through April 28, 1999, we generated
      nominal revenues and did not actively engage in business.


2




On
      April
      28, 1999, we acquired Diva Entertainment, Inc., a Florida corporation which
      was
      engaged in the business of operating and managing two wholly-owned talent
      management companies: Prima Eastwest Model Management, Inc., a California
      corporation, and Que Management, Inc., a New York corporation. At that time,
      we
      changed our name to “Diva Entertainment, Inc.” From April 28, 1999 through June
      10, 2004, we were in the business of talent management, representing
      professional fashion models, commercial actors and theatrical
      actors.




On
      June
      11, 2004, we entered into the Securities Purchase Agreement described herein
      under the heading "Recent Developments," pursuant to which we acquired our
      wholly-owned subsidiary, Tactica International, Inc. and sold our former
      subsidiary, Diva Entertainment, Inc.




Since
      June 11, 2004, we have been in the business of the direct marketing and
      distribution of proprietary and branded personal care and home care products.
      We
      are no longer in the business of talent management.




**General
      Background**




We,
      through our wholly-owned operating subsidiaries, Tactica International, Inc.
      ("Tactica"), Kleenfast, Inc. and Shopflash, Inc., are a direct marketer and
      distributor of proprietary and branded personal care and home care products.
      We
      established a niche within the direct marketing industry, a market which the
      "Direct Marketing Association" expects to grow from $2 to $3 trillion in annual
      sales within the next five years. We sell through major retail chains and mail
      order catalogs as well as on our websites.




All
      of
      our operations are conducted through Tactica, which we acquired as of June
      11,
      2004, Shopflash, Inc., which we established in April 2005, and Kleenfast, Inc.,
      which we established in January 2006. We do not currently have any operations
      at
      the parent level.




In
      March
      2000, a 55% interest in Tactica was purchased by Helen of Troy Limited or HoT,
      a
      developer and marketer of personal care products. The transaction gave Tactica
      access to capital to expand marketing and distribution. Tactica expanded its
      focus on distribution and more than doubled the number of retail outlets
      carrying Tactica's products to more than 45,000 worldwide. On April 29, 2004,
      Tactica's management purchased back the 55% interest in Tactica held by HoT.
      In
      exchange for HoT's 55% interest and approximately $17 million of secured Tactica
      debt and accrued interest payable, HoT received marketable securities,
      intellectual properties, including the Epil-Stop® brand, and the right to
      certain Tactica tax refunds. On June 11, 2004, we acquired all of the
      outstanding securities of Tactica and Tactica's stockholders acquired the
      majority of our outstanding securities.





**Products**




We
      design, develop and sell proprietary and branded personal care and other
      products directly to consumers and to retailers. We continue to develop new
      products and enhance existing products in order to maintain and improve consumer
      acceptance of our products.




**Sales
      and Marketing**




Since
      its
      inception in 1992, Tactica has established a worldwide market for its family
      of
      personal and skin care products, and the Epil-Stop® hair removal products the
      latter of which was sold to HoT in April 2004. We use a comprehensive and
      focused marketing and distribution program that includes widespread print and
      television advertising combined with global product placement in well known
      retail outlets worldwide, as well as through popular mail order catalogs, and
      directly through our websites, primarily www.igia.com .




We
      use
      direct response marketing to sell these products directly to consumers primarily
      under our own brands and licensed trademarks. The acquisition of licensing
      rights represents a component of our growth strategy. We previously marketed
      a
      line of floor care products under our Milinex and Wind Storm brands and under
      the Singer® brand that we licensed in fiscal 2004. Tactica has also sold its
      products through major pharmacy and general merchandise retail chains and
      globally recognized mail order catalogs. Tactica’s products also periodically
      were featured on home shopping channels such as QVC and our infomercials are
      shown on national cable and broadcast television channels such as the TV Guide
      Channel, CNBC and The Game Show Channel. Tactica markets its products
      internationally through distributors covering more than 100 countries worldwide.
      No customer accounted for 10% or more of net sales during fiscal 2008 or 2007.
      Tactica’s U.S. sales comprised nearly 100% of total net sales in fiscal 2008 and
      2007, respectively.




3





**Manufacturing
      and Distribution**




We
      contract with unaffiliated manufacturers both within and outside the U.S. to
      manufacture our products. We arrange for our products to be shipped to our
      customers by third party warehouse facilities in Los Angeles, California and
      Lebanon, Tennessee, and a related party warehouse facility that we no longer
      use. We also sometimes ship products from manufacturers directly to retailers.
      Our retail customers often seek to minimize their inventory levels and often
      demand that we fulfill their orders within relatively short time frames.
      Consequently, these inventory management practices would often require us to
      carry substantial levels of inventory in order to meet our customers’ needs,
      which given the required level of working capital has limited our ability to
      satisfy retail customer orders.





Most
      of
      our products manufactured outside the countries in which they are sold are
      subject to import duties, which have the effect of increasing the amount we
      pay
      to obtain such products.




**License
      Agreements, Trademarks and Patents**




Most
      of
      our products we sell are branded with our own trademarks, including IGIA®.. We
      previously marketed our line of floor care products under our Milinex and Wind
      Storm brands and under the Singer® brand pursuant to our April 2003 license
      agreement with The Singer Company B.V., for use of the Singer® brand name on
      floor care products sold exclusively through Tactica within the United States
      and Canada. We mutually agreed to terminate the agreement on September 29,
      2005
      and no longer market Singer® branded products. Pursuant to a stock purchase
      agreement, dated as of April 29, 2004, Tactica transferred ownership of the
      Epil-Stop® brand to HoT in exchange for HoT’s equity interest in Tactica, and
      Tactica provided HoT a non-exclusive royalty-free perpetual license to use
      to
      its U.S. patent, as well as corresponding patent applications. Tactica has
      filed
      or obtained licenses for design and utility patents in the U.S. and several
      foreign countries. We do not believe that the loss of any particular patent
      or
      patent license would have a materially adverse effect on our
      business.




**Backlog**




We
      ship
      some of our products to direct response customers and provide these customers
      with estimated delivery dates at the time that we receive their respective
      orders. There was no significant backlog of orders in any of our distribution
      channels at February 29, 2008.




**Competition**




We
      sell
      products in the “As Seen on TV” market, the personal care and home care products
      market. These markets are very competitive. Maintaining and gaining market
      share
      depends heavily on product development and enhancement, pricing, quality,
      performance, packaging and availability, brand name recognition, patents, and
      marketing and distribution approaches. Our primary competitors in these markets
      include Thane International, Home Medics and Helen of Troy Limited or HoT.
      Most
      of our competitors have significantly greater financial and other resources
      than
      we do.




**Regulation**




Our
      products are generally not regulated by the U.S. Food and Drug Administration
      (FDA), however its products could be and have been subject to FDA regulations.
      National Advertising Council (NAC) has, from time to time, reviewed our
      advertising and communicated recommended modifications to us and the U.S.
      Federal Trade Commission (FTC). In addition, the FTC, and state and local
      consumer affairs bodies oversee aspects of our sales and marketing activities
      and customer handling processes. Our ability to sell products can be and has
      been adversely affected by actions taken by the FDA, FTC, NAC, and state and
      local authorities and by future changes in regulations.




Our
      electrical products must meet the safety standards imposed in various national,
      state, local, and provincial jurisdictions. Our electrical products sold in
      the
      U.S. are designed, manufactured, and tested to meet the safety standards of
      Underwriters Laboratories, Inc. or Electronic Testing Laboratories.





**Employees**





As
      of
      June 12, 2008, IGIA has two employees, Mr. Avi Sivan, Chief Executive Officer,
      and Mr. Prem Ramchandani, President and Interim Chief Financial Officer. We
      have
      never experienced a work stoppage and we believe that we have satisfactory
      working relations with our employees.


4





**RISK
      FACTORS**





You
      should carefully consider the following risk factors and all other information
      contained herein as well as the information included in this Annual Report
      in
      evaluating our business and prospects. The risks and uncertainties described
      below are not the only ones we face. Additional risks and uncertainties, other
      than those we describe below, that are not presently known to us or that we
      currently believe are immaterial may also impair our business operations. If
      any
      of the following risks occur, our business and financial results could be
      harmed. You should refer to the other information contained in this Annual
      Report, including our consolidated financial statements and the related
      notes.




**Risks
      Relating to Our Business** **:**





***We
      Have Ceased Our Primary Operations and May Never be Able to Resume
      Them.***





Due
      to
      our lack of working capital, we have ceased our direct response television
      advertising, which has essentially resulted in our ceasing our primary
      operations. Historically, we have used direct response television advertising
      to
      promote sales. In addition, our lack of cash has resulted in our inability
      to
      purchase and ship product to customers in a timely and consistent manner. During
      our fiscal year ended February 28, 2007, we also suffered disruptions to
      operations caused by changes in providers of services for customer order
      fulfillment and credit card processing. Unless we obtain additional financing,
      we will probably not be able to resume substantial revenue generating operations
      in our current line of business. It is possible that we may never procure the
      necessary additional financing to resume operations. Even if we are able to
      raise the funds required, it is possible that we could incur unexpected costs
      and expenses, fail to collect significant amounts owed to us, or experience
      unexpected cash requirements that would force us to seek alternative financing.
      Further, if we issue additional equity or debt securities, stockholders may
      experience additional dilution or the new equity securities may have rights,
      preferences or privileges senior to those of existing holders of our common
      stock. If additional financing is not available or is not available on
      acceptable terms, we will have to curtail our operations again, attempt to
      further restructure financial obligations and/or seek a strategic merger,
      acquisition or a sale of assets.





***Our
      Chapter 11 Proceeding Has Had a Material Negative Effect on Our Business,
      Financial Condition and Results of Operations*** **.**





Tactica,
      our operating subsidiary, filed to reorganize under Chapter 11 of the U.S.
      Bankruptcy Code in October 2004 and its Plan of Reorganization was declared
      effective in March 2006. The bankruptcy has had a material negative effect
      on
      our business, financial condition and results of operations. Certain
      post-petition creditors, including firms that provided professional services
      to
      Tactica, have submitted a total of approximately $583,000 in claims to the
      Bankruptcy Court for post-petition administrative expenses. In addition, as
      described herein under the heading, “Liquidity and Capital Resources,” we have a
      significant working capital deficit and are seeking additional working capital
      for operations and to satisfy our obligations.





If
      we are
      unable to resolve post-petition administrative expense claims and service other
      financial obligations as they become due, we will be required to adopt
      alternative strategies, which may include, but are not limited to, actions
      such
      as further reducing management and employee headcount and compensation,
      attempting to further restructure financial obligations and/or seeking a
      strategic merger, acquisition or a sale of assets. There can be no assurance
      that any of these strategies could be effected on satisfactory terms; however,
      if during that period or thereafter we are not successful in raising sufficient
      capital resources on terms acceptable to us, this could have a material adverse
      effect on our business, results of operations, liquidity and financial
      condition.





***Our
      Auditors Have Expressed Substantial Doubt About Our Ability to Continue as
      a
      Going Concern*** **.**





In
      their
      report dated July 3, 2007, Russell Bedford Stefanou Mirchandani LLP stated
      that
      the financial statements of IGIA for the year ended February 28, 2007 were
      prepared assuming that IGIA would continue as a going concern. Our ability
      to
      continue as a going concern is an issue raised as a result of Tactica having
      filed for bankruptcy protection on October 21, 2004, its recurring losses from
      operations and our net capital deficiency. We continue to experience net
      operating losses. Our ability to continue as a going concern is subject to
      our
      ability to generate a profit. Our continued net operating losses and
      stockholders’ deficit increases the difficulty in meeting such goals and there
      can be no assurances that such methods will prove successful.


5




***Pending
      and Threatened Litigation Could Result in Our Losing Our Primary Operating
      Assets*** **.**





We
      are
      currently a party to various pending lawsuits and judgments. Any of our judgment
      creditors, as well as our secured lenders, may seek to foreclose on our assets
      in the future or may seek to force us into an involuntary liquidation under
      the
      United States Bankruptcy Code. It is possible that, in connection with such
      a
      foreclosure action or involuntary bankruptcy proceeding, our assets could be
      sold to such third party creditor, another creditor, or a third party. In the
      event that the assets are put up for sale, we intend to bid on them, but it
      is
      possible that we may not be able to purchase the assets, either because we
      do
      not have the assets with which to make a competitive bid or because we are
      simply outbid by one of our creditors or a third party. In the event that our
      assets are sold in a foreclosure action or in a bankruptcy proceeding, we would
      no longer have any operating business.





***Our
      Future Operations are Contingent on Our Ability to Recruit
      Employees*** **.**





In
      the
      event we are able to further expand our business, we expect to experience growth
      in the number of employees and the scope of our operations. In particular,
      we
      may hire additional sales, marketing and administrative personnel. Additionally,
      acquisitions could result in an increase in employee head count and business
      activity. Such activities could result in increased responsibilities for
      management. We believe that our ability to increase our customer support
      capability and to attract, train, and retain qualified technical, sales,
      marketing, and management personnel, will be a critical factor to our future
      success.





***We
      May Not be Able to Manage Our Growth Effectively*** **.**





Our
      future success will be highly dependent upon our ability to successfully manage
      the expansion of our operations. Our ability to manage and support our growth
      effectively will be substantially dependent on our ability to: 1) implement
      adequate improvements to financial and management controls, reporting and order
      entry systems, and other procedures and 2) hire sufficient numbers of financial,
      accounting, administrative, and management personnel. Our expansion and the
      resulting growth in the number of our employees would result in increased
      responsibility for both existing and new management personnel. We are in the
      process of establishing and upgrading our financial accounting and procedures.
      We may not be able to identify, attract, and retain experienced accounting
      and
      financial personnel. Our future operating results will depend on the ability
      of
      our management and other key employees to implement and improve our systems
      for
      operations, financial control, and information management, and to recruit,
      train, and manage its employee base. We may not be able to achieve or manage
      any
      such growth successfully or to implement and maintain adequate financial and
      management controls and procedures, and any inability to do so would have a
      material adverse effect on our business, results of operations, and
      financial condition.




***Our
      Success is Dependent on Our Ability to Address Market
      Opportunities*** **.**





Our
      future success depends upon our ability to address potential market
      opportunities while managing our expenses to match our ability to finance our
      operations. This need to manage our expenses places a significant strain on
      our
      management and operational resources. If we are unable to manage our expenses
      effectively, we may be unable to finance our operations. If we are not
      successful in generating sufficient liquidity from operations or in raising
      sufficient capital resources, on terms acceptable to us, this could have a
      material adverse effect on our business, results of operations, liquidity and
      financial condition and would prevent us from being able to utilize potential
      market opportunities.





***We
      are Seeking Additional Financing*** **.**





We
      are
      seeking additional capital to continue our operations and will endeavor to
      raise
      funds through the sale of equity shares and revenues from operations. We have
      been financing our operations since the June 2004 merger with Tactica through
      funds loaned to us directly and indirectly by certain officers and directors,
      the sale of callable secured convertible notes and through operations. We have
      used the financing to increase our direct response sales business and fund
      Tactica’s emergence from bankruptcy. We need additional capital to continue our
      operations and will endeavor to raise funds through the sale of equity shares
      and revenues from operations.




6


There
      can
      be no assurance that we will generate adequate revenues from our operations.
      Failure to generate adequate operating revenues would have an adverse impact
      on
      our financial position and results of operations and ability to continue as
      a
      going concern. Our operating and capital requirements during the next fiscal
      year and thereafter will vary based on a number of factors, including the level
      of sales and marketing activities for our products. Accordingly, we may be
      required to obtain additional private or public financing including debt or
      equity financing and there can be no assurance that such financing will be
      available as needed or, if available, on terms favorable to us. Any additional
      equity financing may be dilutive to stockholders and such additional equity
      securities may have rights, preferences or privileges that are senior to those
      of our existing common stock.





We
      are
      currently in default of interest payment obligations and we are accruing
      interest at the annual default rate of interest of 15%. The note holders have
      the right to deliver to us a written notice of default. In the event that the
      default is not cured within 10 days following such notice, the Callable Secured
      Convertible Notes shall become immediately due and payable at an amount equal
      to
      130% of the outstanding principal plus amounts due for accrued interest and
      penalty provisions. This default could prevent or hinder are ability to raise
      any additional capital. As of February 28, 2007, we recorded the default payment
      of 130% of the outstanding principal.





Furthermore,
      debt financing, if available, will require payment of interest and may involve
      restrictive covenants that could impose limitations on our operating
      flexibility. Our failure to successfully obtain additional future funding may
      jeopardize our ability to continue our business and operations.





If
      we
      raise additional funds by issuing equity securities, existing stockholders
      may
      experience a dilution in their ownership. In addition, as a condition to giving
      additional funds to us, future investors may demand, and may be granted, rights
      superior to those of existing stockholders.





***The
      Sales of Our Products Have Been Very Volatile and Our Results of Operations
      Could Fluctuate Materially*** **.**




Sales
      of
      our products rely on television advertising and direct response marketing
      campaigns. In addition, within direct response marketing products often have
      short life cycles. This leads to volatility in our revenues and results of
      operations. For example, our net sales for the fiscal year ended February 28,
      2007 decreased 76.4% as compared with the fiscal year ended February 28, 2006.
      This was primarily caused by substantially reduced working capital
      availability.





***Changes
      in Foreign Policy, International Law or the Internal Laws of the Countries
      Where
      Our Manufacturers are Located Could Have a Material Negative Effect on Our
      Business, Financial Condition and Results of
      Operations.***




All
      of
      our products are manufactured by unaffiliated companies, some of which are
      located in the Far East. Risks associated with such foreign manufacturing
      include: changing international political relations; changes in laws, including
      tax laws, regulations and treaties; changes in labor laws, regulations, and
      policies; changes in customs duties and other trade barriers; changes in
      shipping costs; interruptions and delays at port facilities; currency exchange
      fluctuations; local political unrest; and the availability and cost of raw
      materials and merchandise. To date, these factors have not significantly
      affected our production capability; however, any change that impairs our ability
      to obtain products from such manufacturers, or to obtain products at marketable
      rates, would have a material negative effect on our business, financial
      condition and results of operations.




***Our
      Business Will Suffer if We Do Not Develop and Competitively Market Products
      that
      Appeal to Consumers*** **.**





We
      sell
      products in the “As Seen on TV” markets. These markets are very competitive.
      Maintaining and gaining market share depends heavily upon price, quality, brand
      name recognition, patents, innovative designs of new products and replacement
      models and marketing and distribution approaches. We compete with domestic
      and
      international companies, some of which have substantially greater financial
      and
      other resources than we have. We believe that our ability to produce reliable
      products that incorporate developments in technology and to satisfy consumer
      tastes with respect to style and design, as well as our ability to market a
      broad offering of products in each applicable category at competitive prices,
      are keys to our future success.





***Our
      Business, Financial Condition and Results of Operations Could Be Materially
      Adversely Affected if We are Unable to Sell Products Under Our Licensed
      Trademarks.***





A
      significant portion of our sales revenue is derived from sales of products
      under
      our own brands and licensed trademarks. As the percentage of our sales of such
      products increases, we will become increasingly dependent upon the continued
      use
      of such brands and trademarks. Actions we take and those taken by licensors
      and
      other third parties, with respect to products we license from them, could
      greatly diminish the value of any of our brands and licensed trademarks. If
      we
      are unable to develop and sell products under existing or newly acquired brands
      and licensed trademarks or the value of the trademarks were diminished by the
      licensor or third parties, our business, financial condition and results of
      operations could be materially adversely affected.


7





***Many
      of Our Competitors are Larger and Have Greater Financial and Other Resources
      than We Do and Those Advantages Could Make It Difficult for Us to Compete with
      Them*** **.**





Many
      of
      our current and potential competitors may have substantial competitive
      advantages relative to us, including: longer operating histories; significantly
      greater financial, technical and marketing resources; greater brand name
      recognition; larger existing customer bases; and more popular products. These
      competitors may be able to respond more quickly to new or emerging technologies
      and changes in customer requirements and devote greater resources to develop,
      promote and sell their products or services than we can.





***We
      are Dependent on Our Management Team and the Loss of Any Key Member of This
      Team
      May Prevent Us from Implementing Our Business Plan in a Timely
      Manner.***





Our
      success depends largely upon the continued services of our executive officers
      and other key personnel, particularly Avi Sivan, our Chief Executive Officer,
      and Prem Ramchandani, our President. We have entered into employment agreements
      with Mr. Sivan and Mr. Ramchandani. We do not currently maintain key person
      life
      insurance policies on Mr. Sivan or Mr. Ramchandani. In addition, we have not
      paid Mr. Sivan or Mr. Ramchandani any of their salaries that have been accruing
      during the fiscal years ended February 29, 2008 and February 28, 2007 and may
      not be able to make substantial payments for the foreseeable future. The loss
      of
      Mr. Sivan or Mr. Ramchandani would be expected to have a material adverse effect
      on our operations.





***Our
      Business, Financial Condition and Results of Operations Will Suffer if We Do
      Not
      Accurately Forecast Customers’ Demands.***





Because
      of our reliance on manufacturers in the Far East, our production lead times
      are
      relatively long. Therefore, we must commit to production well in advance of
      customer orders. If we fail to forecast consumer demand accurately, we may
      encounter difficulties in filling customer orders or in liquidating excess
      inventories or may find that customers are canceling orders or returning
      products. Our relatively long production lead time may increase the amount
      of
      inventory and the cost of storing inventory. Additionally, changes in retailer
      inventory management strategies could make inventory management more difficult.
      Any of these results could have a material adverse effect on our business,
      financial condition and results of operations.





***Our
      Products and Business Practices May be Subject to Review by Third Party
      Regulators and Consumer Affairs Monitors and Actions Resulting from Such
      Reviews, Including but Not Limited to Cease and Desist Orders, Fines and
      Recalls*** **.**





Although
      our products are generally not regulated by the U.S. Food and Drug
      Administration (FDA), we have in the past and on occasion may in the future
      sell
      products that are subject to FDA regulations. Our advertising is subject to
      review by the National Advertising Council (NAC) and our advertisements could
      be
      and have been subject to NAC recommendations for modification. The U.S. Federal
      Trade Commission (FTC) and state and local consumer affairs bodies oversee
      various aspects of our sales and marketing activities and customer handling
      processes.




In
      2004
      we entered into a consent degree with the FTC, in connection with a claim filed
      against Tactica International, Inc, our wholly owned subsidiary, pursuant to
      which we agreed to cease soliciting the sale of goods which we did not have
      a
      reasonable expectation of shipping within the advertised time, provide buyers
      with a revised shipping date and offer buyers the opportunity to agree to a
      delay or cancel an order and receive a prompt refund, cancel orders as requested
      and receive a prompt refund and maintain and preserve records for a specified
      period.





If
      the
      FTC, or any other agency that has a right to regulate our products, engage
      in
      reviews of our products or marketing procedures we may be subject to additional
      enforcement actions from such agencies. If such reviews take place, as they
      have
      in the past, our executives may be forced to spend time on the regulatory
      proceedings as opposed to running our business. In addition to fines, adverse
      actions from an agency could result in our being unable to market certain
      products the way we would like or at all, or prevent us from selling certain
      products entirely.


8





***We
      Purchase Essential Services and Products from Third Parties Interruptions is
      Such Services Could Have a Material Adverse Impact on Our Ability to
      Operate.***





We
      currently outsource significant portions of our business functions, including,
      but not limited to, warehousing, customer service, inbound call center functions
      and payment processing for all direct response sales, customer order
      fulfillment, and product returns processing and shipping. From time to time
      we
      have experienced interruptions in these essential services for varying periods
      of time and future interruptions can and will occur. If such interruptions
      occur
      for extended periods of time, our operations may be materially adversely
      affected. Many of our products are produced in South China. Should we experience
      any interruption or interference with the operations of the third party
      suppliers of goods and services, we might experience a shortage of inventory.
      This type of shortage could have a material adverse effect on our financial
      position, results of operations, and cash flow.





***Our
      Direct Response Sales Operation is Dependent on Having Adequate Credit Card
      Activity Processing Capacity with the Major Credit Card Companies and a Credit
      Card Processor*** **.**





A
      third
      party credit card processor regulates our daily credit card sales order volume
      and sets limits as to the maximum sales volume it will process. In addition,
      credit card companies, such as Visa and MasterCard, and credit card processors
      typically maintain a record of the level of customer requests to have charges
      for our products reversed (chargebacks). The credit card companies and
      processors may fine us for “high chargeback levels”, modify our sales volume
      limit, make a demand for additional reserves or even discontinue doing business
      with us. The direct response business is known for relatively high chargeback
      levels and we have experienced periods of higher than accepted levels of
      chargeback activity that has led to fines and disruptions in credit card
      processing of customer orders. We endeavor to maintain reasonable business
      practices and customer satisfaction, which in part, contribute to lower levels
      of chargeback activity; nevertheless, excess chargeback activity could result
      in
      our being unable to have customers pay us using credit cards.





***Our
      Future Acquisitions, if any, and New Products May Not be Successful, Which
      Could
      Have a Material Adverse Effect on Our Financial Condition and Results of
      Operations*** **.**





We
      have
      in the past, and may in the future, decide to acquire new product lines and
      businesses. The acquisition of a business or of the rights to market specific
      products or use specific product names involves a significant financial
      commitment. In the case of an acquisition, such commitments are usually in
      the
      form of either cash or stock consideration. In the case of a new license, such
      commitments could take the form of license fees, prepaid royalties, and future
      minimum royalty and advertising payments. While our strategy is to acquire
      businesses and to develop products that will contribute positively to earnings,
      there is no guarantee that all or any of our acquisitions will be successful.
      Anticipated synergies may not materialize, cost savings may be less than
      expected, sales of products may not meet expectations and acquired businesses
      may carry unexpected liabilities. Each of these factors could result in a newly
      acquired business or product line having a material negative impact on our
      financial condition and results of operations.





**Risks
      Relating to Our Current Financing Arrangement**  **:**





***There
      Are a Large Number of Shares Underlying Our Callable Secured Convertible Notes
      and Warrants That may be Available for Future Sale and the Sale of These Shares
      May Depress the Market Price of Our Common Stock.***





As
      of
      June 10, 2008, we had 403,634,177 shares of common stock issued and outstanding
      and Callable Secured convertible notes outstanding or an obligation to issue
      callable secured convertible notes that may be converted into an estimated
      43,258,293,000 shares of common stock at current market prices, and outstanding
      warrants or an obligation to issue warrants to purchase 221,000,000 shares
      of
      common stock. In addition, the number of shares of common stock issuable upon
      conversion of the outstanding callable secured convertible notes may increase
      if
      the market price of our stock declines. All of the shares, including all of
      the
      shares issuable upon conversion of the notes and upon exercise of our warrants,
      may be sold without restriction. The sale of these shares may adversely affect
      the market price of our common stock.




9




***The
      Continuously Adjustable Conversion Price Feature of Our Callable Secured
      Convertible Notes Could Require Us to Issue a Substantially Greater Number
      of
      Shares, Which Will Cause Dilution to Our Existing
      Stockholders.*** ** ******





Our
      obligation to issue shares upon conversion of our callable secured convertible
      notes is essentially limitless. The following is an example of the amount of
      shares of our common stock that are issuable, upon conversion of the callable
      secured convertible notes (excluding accrued interest), based on market prices
      25%, 50% and 75% below the average market price, as of January 17, 2008 of
      $0.0003.





The
      following relates to outstanding callable secured convertible notes in the
      aggregate principal amount of $2,496,284, which are convertible at a 50%
      discount:





Number
            
            % of%
                Below
            
            Price Per
            
            With Discount
            
            of Shares
            
            OutstandingMarket
            
            Share
            
            at 50%
            
            Issuable
            
            Stock25%
            
            $
            .00023
            
            
            
            
            $
            .00012
            
            
            
            
            
            20,802,366,000
            
            
            
            
            
            98.1
            %50%
            
            $
            .00015
            
            
            
            
            $
            .00008
            
            
            
            
            
            31,203,550,000
            
            
            
            
            
            98.7
            %75%
            
            $
            .00008
            
            
            
            
            $
            .00004
            
            
            
            
            
            62,407,100,000
            
            
            
            
            
            99.4
            %





The
      following relates to outstanding callable secured convertible notes in the
      aggregate principal amount of $2,128,672, which are convertible at a 75%
      discount:





Number
            
            % of%
                Below
            
            Price Per
            
            With Discount
            
            of Shares
            
            OutstandingMarket
            
            Share
            
            at 75%
            
            Issuable
            
            Stock25%
            
            $
            .00023
            
            
            
            
            $
            .00006
            
            
            
            
            
            35,477,866,000
            
            
            
            
            
            98.9
            %50%
            
            $
            .00015
            
            
            
            
            $
            .000038
            
            
            
            
            
            56,017,684,000
            
            
            
            
            
            99.3
            %75%
            
            $
            .00008
            
            
            
            
            $
            .000021
            
            
            
            
            
            100,643,360,000
            
            
            
            
            
            99.6
            %




As
      illustrated, the number of shares of common stock issuable upon conversion
      of
      our secured convertible notes will increase if the market price of our stock
      declines, which will cause dilution to our existing stockholders.





***The
      Continuously Adjustable Conversion Price Feature of Our Callable Secured
      Convertible Notes may Encourage Investors to Make Short Sales in Our Common
      Stock, Which Could Have a Depressive Effect on the Price of Our Common
      Stock.***





The
      Callable Secured Convertible Notes are convertible into shares of our common
      stock at 50% and 75% discounts, respectively, to the trading price of our common
      stock prior to the conversion. The significant downward pressure on the price
      of
      the common stock as the selling stockholder converts and sells material amounts
      of common stock could encourage short sales by investors. This could place
      further downward pressure on the price of the common stock. The selling
      stockholder could sell common stock into the market in anticipation of covering
      the short sale by converting their securities, which could cause the further
      downward pressure on the stock price. In addition, not only the sale of shares
      issued upon conversion or exercise of notes, warrants and options, but also
      the
      mere perception that these sales could occur, may adversely affect the market
      price of the common stock.





***The
      Issuance of Shares Upon Conversion of the Callable Secured Convertible Notes
      and
      Exercise of Outstanding Warrants May Cause Immediate and Substantial Dilution
      to
      Our Existing Stockholders.***





The
      issuance of shares upon conversion of the callable secured convertible notes
      and
      exercise of warrants may result in substantial dilution to the interests of
      other stockholders, since the selling stockholders may ultimately convert and
      sell the full amount issuable on conversion. Although the selling stockholders
      may not convert their callable secured convertible notes and/or exercise their
      warrants if such conversion or exercise would cause them to own more than 4.99%
      of our outstanding common stock, this restriction does not prevent the selling
      stockholders from converting and/or exercising some of their holdings and then
      converting the rest of their holdings. In this way, the selling stockholders
      could sell more than this limit while never holding more than this limit. There
      is no upper limit on the number of shares that may be issued which will have
      the
      effect of further diluting the proportionate equity interest and voting power
      of
      holders of our common stock.




10




***The
      Shares of Common Stock Allocated for Conversion of the Callable Secured
      Convertible Notes which We Have Registered under the Securities Act to Date
      May
      Not be Adequate, in which Event We Will be Required to File a Subsequent
      Registration Statement Covering Additional Shares and Will Incur Substantial
      Costs in Connection Therewith.***





Based
      on
      our current market price and the potential decrease in our market price as
      a
      result of the issuance of shares upon conversion of the Callable Secured
      Convertible Notes, the shares of common stock we have allocated for conversion
      of the Callable Secured Convertible Notes and have registered under the
      Securities Act is not adequate to cover conversion of all of the Callable
      Secured Convertible Notes. If the number of shares we have registered is not
      adequate, we will be required to prepare and file an additional registration
      statement and will incur substantial costs in connection therewith. ****





***If
      We are Required for Any Reason to Repay Our Outstanding Callable Secured
      Convertible Notes, We Would be Required to Deplete Our Working Capital, if
      Available, or Raise Additional Funds. Our Failure to Repay the Callable Secured
      Convertible Notes, if Required, Could Result in Legal Action Against Us, which
      Could Require the Sale of Substantial Assets.***





In
      March
      2005, we entered into a financing arrangement involving the sale of an aggregate
      of $3,000,000 principal amount of Callable Secured Convertible Notes and
      warrants to purchase 6,000,000 shares of our common stock. The Callable Secured
      Convertible Notes are due and payable, with 8% interest, three years from the
      date of issuance, unless sooner converted into shares of our common stock.
      We
      currently have $2,496,283 principal amount of Callable Secured Convertible
      Notes
      outstanding. In addition, we entered into a subsequent financing arrangement
      involving the sale of an aggregate of $2,140,000 principal amount of 6% Callable
      Secured Convertible Notes and warrants to purchase 215,000,000 shares of our
      common stock. These Callable Secured Convertible Notes are due and payable,
      with
      6% interest, three years from the date of issuance, unless sooner converted
      into
      shares of our common stock. We are currently in default of interest payment
      obligations under the 6% Callable Secured Convertible Notes and are accruing
      interest at the annual default rate of interest of 15%. The note holders have
      the right to deliver to us a written notice of default. In the event that the
      default is not cured within ten days following such notice, the 6% Callable
      Secured Convertible Notes shall become immediately due and payable at an amount
      equal to 130% of the outstanding principal plus amounts due for accrued interest
      and penalty provisions. To date, we have not received a written notice of
      default with respect to the 6% Callable Secured Convertible Notes. If we are
      served with a default notice, we expect that we would be unable to repay the
      notes when required. The note holders could then commence legal action against
      us and foreclose on all of our assets to recover the amounts due. Any such
      action would require us to curtail or cease operations.





**Risks
      Relating to Our Common Stock**  **:**





***Our
      Common Stock Trades in a Limited Public Market; Accordingly, Investors Face
      Possible Volatility of Share Price.***





Our
      common stock is currently quoted on the OTC Bulletin Board under the ticker
      symbol, “IGAI.OB.” As of June 10, 2008, there were approximately 403,634,177
  shares of Common Stock outstanding, of which approximately 393,634,177
      shares are tradable without restriction under the Securities Act.





There
      can
      be no assurance that a trading market will be sustained in the future. Factors
      such as, but not limited to, technological innovations, new products,
      acquisitions or strategic alliances entered into by us or our competitors,
      government regulatory actions, patent or proprietary rights developments, and
      market conditions for penny stocks in general could have a material effect
      on
      the liquidity of our common stock and volatility of our stock
      price.


11





***If
      We Fail to Remain Current on Our Reporting Requirements, We Could be Removed
      from the OTC Bulletin Board, which Would Limit the Ability of Broker-Dealers
      to
      Sell Our Securities and the Ability of Stockholders to Sell Their Securities
      in
      the Secondary Market.***





Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board. If we fail to remain current on our
      reporting requirements, we could be removed from the OTC Bulletin Board and,
      in
      turn, declared in default of the Callable Secured Convertible Notes. As a
      result, the market liquidity for our securities could be severely adversely
      affected by limiting the ability of broker-dealers to sell our securities and
      the ability of stockholders to sell their securities in the secondary market.
      In
      addition, we may be unable to cure the default, which may have an adverse
      material effect on our Company.




***Our
      Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading
      Market in Our Securities is Limited, which Makes Transactions in Our Stock
      Cumbersome and May Reduce the Value of an Investment in Our Common
      Stock.***





The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules
      require:





·
            that
                a broker or dealer approve a person's account for transactions in
                penny
                stocks; and·
            that
                the broker or dealer receive from the investor a written agreement
                to the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.





In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must:





·
            obtain
                financial information and investment experience objectives of the
                person;
                and·
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and the person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks.




The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the SEC relating to the penny stock market,
      which, in highlight form:





·
            sets
                forth the basis on which the broker or dealer made the suitability
                determination; and·
            states
                that the broker or dealer received a signed, written agreement from
                the
                investor prior to the transaction.





Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our common stock and cause a decline in the market value of our
      stock.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading, about the commissions payable to both the
      broker-dealer and the registered representative, and current quotations for
      the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.




**ITEM
      2 - PROPERTIES**





We
      do not
      currently maintain a formal office. We do, however, maintain a mailing address
      at Suite 288, 1173-A 2 nd Avenue,
      New York, NY 10021. We do not own any property.




**ITEM
      3 - LEGAL PROCEEDINGS**





Included
      in the results of operations for the year ended February 28, 2007 and in accrued
      expenses at February 28, 2007 are costs incurred or accrued related to
      litigation and contingencies arising in the normal course of business. The
      Company is unable to predict the extent of its ultimate liability with respect
      to any and all future litigation matters. The costs and other effects of
      any future litigation, legal and administrative cases and proceedings,
      settlements, judgments and investigations, claims and changes in the below
      litigation could have a material adverse effect on the Company’s financial
      condition and operating results. The following is a summary of our current
      litigation:


12





*Tactica
      Bankruptcy Proceeding* .
      On
      March 28, 2006, a Notice of Effective Date of Revised First Amended Plan of
      Reorganization Proposed by Tactica and IGIA, Inc. (the “Plan”) was filed with
      The United States Bankruptcy Court for the Southern District of New York (the
      “Bankruptcy Court”). On January 13, 2006, the Bankruptcy Court issued a
      confirmation order approving the Plan that provides for Tactica’s exit from
      bankruptcy. Tactica is a wholly-owned operating subsidiary of IGIA (the
“Registrant”). The Registrant is not seeking bankruptcy protection.




Upon
      being declared effective by the Bankruptcy Court, the Plan eliminated
      $14,853,421 of Tactica’s pre-petition liabilities. The plan calls for Tactica's
      pre-petition creditors to receive distributions of the following assets: (i)
      $2,175,000 cash paid by Tactica’s former shareholders; (ii) $700,000 cash paid
      by Tactica; (iii) $75,000 cash paid by the Registrant, Tactica, and the Board
      Members; (iv) up to $275,000 cash paid by Innotrac Corporation; (v) the rights
      and proceeds in connection with avoidance and other actions including
      uncollected pre-petition invoices payable by a Tactica customer; and (vi)
      5,555,033 newly issued shares of the Registrant’s common stock that was in
      number equal to 10% of the outstanding shares of common stock as of the Plan’s
      effective date and is exempted from the registration requirements of Section
      5
      of the Securities Act of 1933, as amended, and state registration requirements
      by virtue of Section 1145 of the Bankruptcy Code and applicable non-bankruptcy
      law. Certain post-petition creditors, including firms that provided professional
      services to Tactica, have submitted a total of approximately $583,000 in claims
      to the Bankruptcy Court for post-petition administrative expenses. Tactica
      is
      reviewing the administrative expense claims to determine whether to seek
      possible settlements and payment schedules or a resolution by the Bankruptcy
      Court.





*Claim
      of Singer Worldwide LLC and KSIN Luxembourg III, S.ar.I* .
      This is
      a claim for $30,000.00 in costs incurred under a license agreement dated April
      2, 2003 with Tactica International, Inc. Pursuant to a Consent Order for
      Permanent Injunction, dated January 16, 2006, we were required to make 12
      monthly payments in 2007 as settlement of the remaining costs, to maintain
      and
      staff a dedicated toll-free customer service telephone number and perform
      certain other administrative tasks. Singer had filed a contempt motion in the
      Bankruptcy Court concerning noncompliance with the Consent Order that was heard
      in June 2007. We have addressed the noncompliance complaints; however, we
      objected to Singer’s request that we pay Singer’s legal costs for filing the
      motion of approximately $15,000. The legal fees dispute was settled pursuant
      to
      a stipulation in which the Company agreed to pay $1,500 for Singer’s legal
      costs.





*Claims
      of DLA Piper Rudnick Gray Cary US LLP* .
      Tactica
      entered into a stipulated settlement agreement and confession of judgment with
      DLA Piper Rudnick Gray Cary US LLP for payment of $204,033 for services in
      connection with resolution of its post-petition administrative claims and
      disputed pre-petition claims.





*Carrier
      Claim* .
      On July
      7, 2006, IGIA was served with a Summons and Complaint filed in Los Angeles
      County Superior Court, Los Angeles, California by a major common carrier. The
      Complaint seeks payment by IGIA of $783,344.86 plus $195,836.22 of collection
      costs and an unspecified amount of interest thereon as compensation for the
      breach of a contract between the carrier and Brass Logistics, LLP, our
      fulfillment company. The Complaint alleges that Brass Logistics, LLP shipped
      packages using the services of the carrier and failed to pay for the services.
      The Complaint further alleges that shipments contained products sold by IGIA
      and
      therefore benefited IGIA. We believe that we have adequately reflected in our
      Consolidated Financial Statements as of May 31, 2006, the liability for
      fulfillment services rendered by Brass Logistics, LLP that are the subject
      of
      the Complaint. The Company is currently seeking to settle this matter on very
      favorable terms.





*Claim
      of Hughes Holdings et al* .
      A civil
      complaint was filed on December 2, 2005 in the United States District Court
      Southern District of New York by Hughes Holdings, LLC, Global Asset Management,
      LLC, Allied International Fund, Inc., Robert DePalo, Gary Schonwald and Susan
      Heineman as plaintiffs against Peter Zachariou, Fountainhead Investments, Inc.,
      Accessible Development, Corp., Allan Carter, Chadel, Ltd., John D'Avanzo, Jason
      Fok, Tabacalera, Ltd., Terrence DeFranco, Altitude Group, LLC, Virginia
      Casadonte, Shai Bar Lavi and IGIA, Inc. and its officers and directors. The
      plaintiffs’ claim for $279,480.60 plus costs, interest and punitive damages is
      alleged to have resulted from their holdings of securities issued by Diva
      Entertainment, Inc. and, subsequent to the Company's June 2004 reverse merger
      with Tactica, securities issued by IGIA, Inc. The Diva parties filed a
      counterclaim against the plaintiffs and a cross-claim against certain of the
      IGIA parties seeking in excess of $2.3 million, disgorgement of any profits
      realized by the DePalo parties and punitive damages. In June 2007, the Company
      entered into a settlement agreement that provides for the Company to issue
      a
      $300,000 convertible debenture, the liability for which has been provided for
      in
      our Consolidated Financial Statements as of February 28, 2007. The Company
      has
      effectuated the final settlement of this matter.


13





*Claim
      of Shopflash, Inc. against DC Media Capital* .
      In
      February 2006, Shopflash, Inc., a wholly-owned subsidiary of the Company, began
      working with a media placement agent for direct response sales campaigns
      regarding two household products that Shopflash, Inc. has sold. The media
      placement agent placed the Shopflash, Inc. advertisements on television and
      the
      Internet and provided additional campaign support that allowed Shopflash,
      Inc. to further develop the campaigns. Under the agreement, the media
      placement agent receives fees and has a security interest in goods and proceeds
      related to the campaigns. The media placement agent has acted to exercise
      contractual rights to assume control over the sales campaigns. As a result,
      Shopflash, Inc. has discontinued its participation in the two sales campaigns.
      Shopflash, Inc. filed suit against DC Media Capital seeking damages resulting
      from the manner in which they managed the sales campaigns and the withholding
      of
      information needed by Shopflash to service customers. DC Media Capital has
      filed
      a lawsuit against Shopflash, Inc., Avi Sivan, Prem Ramchandani and Kurt Streams
      seeking $3,000,000 plus punitive damages and recovery costs, an amount that
      substantially exceeds the $1.6 million amount DC Media Capital previously
      sought. Shopflash has served a motion to dismiss all of DC Media’s claims, with
      the exception of the contract claim against Shopflash that was argued in the
      Supreme Court of the State of New York. A favorable decision is anticipated
      in
      the near future.





*Bankruptcy
      Proceeding Against Shopflash and Tactica* .
      On
      September 22, 2006, an adversary proceeding was filed in the U.S. Bankruptcy
      Court, Eastern District of New York by H.Y. Applied under Data Services, Inc
      (a
      debtor in possession) against Shopflash, Inc. & Tactica International
      asserting for fulfillment services, allegedly provided for the two companies,
      both of which are wholly-owned subsidiaries of IGIA. The claim against Tactica
      is for $1,660.57, the claim against Shopflash is for $54, 661.80. In January
      2007, the bankruptcy of H.Y. Applied Inter Data Services, Inc. was converted
      into a Chapter 7 proceeding with a court appointed trustee handling the matter
      and asserting the claims in the U.S. Eastern District Bankruptcy Court. Both
      claims are disputed by the Company, which believes that the services claimed
      were not performed, that the Company was overcharged, and falsely billed, that
      H.Y. Applied Data Services, Inc. converted funds and product belonging to the
      Company and that H.Y. Applied Data Services, Inc. actually owes in excess of
      $100,000.00 to the Company. The Company has asserted an answer with
      counterclaims. Merrill Lynch, the principal creditor of H.Y. Applied, has
      assumed the claim against Shopflash on behalf of its debtor. Merrill Lynch
      is
      seeking settlement of this action. Discovery is ongoing.





*Claim
      for Shipping Charges* .
      An
      assignee of United Parcel Service filed suit against Tactica International
      seeking $152,299.06 for shipping services allegedly provided to IGIA. The
      Company is challenging the liability in the litigation.




*Claim
      of American Express Merchant Services Company* .
      The
      American Express Merchant Services Company asserted a claim on March 27, 2007
      in
      Los Angeles County Superior Court in the amount of $324,941.87 against Brass
      Logistics, LLC, a fulfillment house used by the Company in the past, the
      President of Brass Logistics and Tactica International. The plaintiff alleges
      that these services were provided on behalf of Tactica. The Company is seeking
      counsel in California and the parties have had preliminary settlement
      discussions. The Company is seeking to settle this matter on very favorable
      terms.





*Claim
      of Klestadt & Winters* .
      Klestadt & Winters, LLP, a law firm previously employed by the Company, has
      commenced an action for legal fees allegedly earned in the total amount of
      $24,180.41. The action is pending in the Civil Court of the City of New York.
      The company has filed a response to the action and is engaged in settlement
      discussions with the plaintiff. The Company defeated a motion of summary
      judgment by the plaintiff and the action went to trial on July 18, 2007. The
      court dismissed the action at trial and directed Klestadt & Winters, LLP to
      demand arbitration. No arbitration proceeding has been commenced by Klestadt
      & Winters, LLP since that time.





*Action
      by the State of West Virginia* .
      On
      February 28, 2007, an Agreed Final Order was executed and approved by the
      Circuit Court of Kanawha County in West Virginia that settled a civil
      enforcement action brought by the State of West Virginia, through its Attorney
      General, against IGIA, Inc. and Prem Ramchandani, individually and as President
      of IGIA, Inc. The settlement requires IGIA, Inc. to pay the State of West
      Virginia a civil penalty in the amount of $176,139.27, to be paid in equal
      monthly installments of $10,000 beginning March 5, 2007, with the final payment
      to be made on October 6, 2008. IGIA, Inc. also agreed not to transact business
      in the State of West Virginia until the full settlement amount has been paid.
      The State of West Virginia agreed that the civil penalties paid by IGIA, Inc.
      shall be used by the State to provide restitution to eligible consumers. In
      the
      settlement, IGIA and Mr. Ramchandani did not admit any of the allegations
      contained in the State’s complaint.  IGIA and Mr. Ramchandani have
      negotiated a reduction in the monthly installment agreement form $10,000 per
      month to $5,000 per month. This agreement must be approved by the West Virginia
      court.


14





*Claim
      by the Attorney General of the State of Kansas* .
      The
      Attorney General of the State of Kansas has asserted a claim against the Company
      for alleged unfair trade practices. The matter appears to be resolved upon
      the
      entry of a consent judgment and the payment of up to $2,200. The terms are
      currently being negotiated.





*Claim
      by the Attorney General of the State of Missouri.* The
      Attorney General of the State of Missouri has asserted a claim against Brass
      Logistics, LLC and Tactica International, Inc. for alleged unfair trade
      practices. The action seeks full restitution for all aggrieved Missouri
      consumers, a civil penalty of $1,000 per actual violation and a payment to
      the
      State equal to 10% of the restitution and penalties. The State has proposed
      a
      settlement for full restitution in the amount of $1,808.02 and $2,000 in
      attorneys’ fees and costs. The matter is moving toward final
      settlement.




*Judgment
      of Moore Wallace North America, Inc. against Tactica* .
      On November 26, 2006, Moore Wallace North America, Inc, the lessor of
      subleased premises formerly occupied by the Company’s wholly-owned subsidiary,
      Tactica International, Inc., obtained a judgment against Tactica for $45,572.92,
      in the Civil Court of the City of New York, in connection with Tactica’s former
      occupancy of the premises located at 521 Fifth Avenue, New York, New York.
      The
      Company recognizes the need to resolve this matter and intends to open
      discussions towards that end, in the near future.




*Claim
      of Rite Aid* .
      Rite
      Aid was sued by an individual who alleges injury caused by a product purchased
      from Rite Aid. Rite Aid is defending against the claim and has sued IGIA, Inc.,
      the alleged product supplier, for any damages that may result. The amount of
      claims has not yet been established. Rite Aid has taken the lead in defending
      against this action. The Company and Rite Aid believe that the claim is
      frivolous and that there will be no liability.




*Claim
      of The Telemarketing Company* .
      The
      Telemarketing Company, a telemarketing firm previously employed by the Company,
      has commenced an action for service fees allegedly earned in the total amount
      of
      $8,485.88 in the First Civil Court of Cook County, Illinois, and obtained a
      default judgment. To date, The Telemarketing Company has made no effort to
      collect on the judgment.





*Payroll
      Taxes.* At
      February 28, 2007, the Company was delinquent with remitting payroll taxes
      of
      approximately $150,054, including estimated penalties and interest related
      to
      payroll taxes withheld since July 2006. The Company has recorded the delinquent payroll taxes, which are included in accrued expenses on the balance
      sheet. Although the Company has not entered into any formal repayment agreements
      with the respective tax authorities, management plans to make payment as funds
      become available. Penalties and interest amounts are subject to increase based
      on a number of factors that can cause the estimated liability to increase
      further;
      however, the Company believes it will be able to avoid approximately $46,000
      in
      penalties, leaving a liability of approximately $104,000.




*Sales
      Taxes.* At
      February 28, 2007, the Company was delinquent in remitting sales taxes to the
      State of California of approximately $106,000, including related estimated
      penalties and interest related to sales taxes withheld since 2005. The Company
      has recorded the delinquent sales taxes, which are included in accrued expenses
      on the balance sheet. Although the Company has not entered into any formal
      repayment agreements with the respective tax authorities, management has made
      payment as funds have become available. As a result, no enforcement proceedings
      have been commenced by the State of California.





At
      February 28, 2007, the Company was delinquent in remitting sales taxes to the
      State of New York of approximately $600,000, including related estimated
      penalties and interest related to sales taxes withheld since 2005. The Company
      has recorded the delinquent sales taxes, which are included in accrued expenses
      on the balance sheet. Subsequently, the Company filed amended tax returns.
      Although the Company has not entered into any formal repayment agreements with
      the respective tax authorities, management has made payment as funds have become
      available. As a result, no enforcement proceedings have been commenced by the
      State of New York.





*Default
      of Callable Secured Convertible Notes.* The
      Company is in default of the terms of the Callable Secured Convertible Notes.
      As
      a result, the investors have the right under the Callable Secured Convertible
      Notes to deliver to the Company a written notice of default. In the
      event that a default is not cured within 10 days following such
      notice, the Callable Secured Convertible Notes shall become immediately due
      and
      payable at an amount equal to 130% of outstanding principal plus amounts due
      for
      accrued interest and penalty provisions.  The Company has not received a
      written notice of default. In accordance with the default terms of the
      convertible debt agreements, the Company accrued financing costs related to
      a
      default premium equal to 30% of the outstanding principal of $4,448,395 as
      of
      February 28, 2007. The total default premium charge was $1,334,519 during the
      year ended February 28, 2007.




15





**ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





There
      were no matters submitted to a vote of security holders during the fourth
      quarter of fiscal 2008.




**PART
      II**




**ITEM
      5 - MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES**




**Market
      Information**





Our
      common stock is traded on the OTC Bulletin Board, referred to herein as the
      OTCBB, under the symbol "IGAIE.ob". The following table sets forth the high
      and
      low bid prices of our common stock, as reported by the OTCBB for each quarter
      for the past two full fiscal years and the first quarter of the current fiscal
      year. The quotations set forth below reflect inter-dealer prices, without retail
      mark-up, markdown or commission and may not represent actual
      transactions.




Year
                  Ending February 28, 2009:
              
              High
              
              Low1st
                  Quarter
              
              $
              0.0006
              
              $
              0.0002
 
 Year
                  Ended February 29, 2008:
              
              High
              
              Low1st
                  Quarter
              
              $
              0.0012
              
              $
              0.00042nd
                  Quarter
              
              $
              0.0007
              
              $
              0.00043rd
                  Quarter
              
              $
              0.0013
              
              $
              0.00044th
                  Quarter
              
              $
              .0006
              
              $
              0.0002
  Year
                    Ended February 28, 2007:
                
                High
                
                Low1stQuarter
                
                $
                0.026
                
                $
                0.0092ndQuarter
                
                $
                0.059
                
                $
                0.00343rdQuarter
                
                $
                0.008
                
                $
                0.00244thQuarter
                
                $
                0.0053
                
                $
                0.0008


As
      of
      June 10, 2008, there were approximately 496 holders of record of our common
      stock.





We
      have
      appointed Continental Stock Transfer & Trust Company, 17 Battery Place, New
      York, New York 10004, as transfer agent for our common stock.





**Dividend
      Policy**




We
      have
      never paid any cash dividends on our capital stock and do not anticipate paying
      any cash dividends on the Common Shares in the foreseeable future. We intend
      to
      retain future earnings to fund ongoing operations and future capital
      requirements of our business. Any future determination to pay cash dividends
      will be at the discretion of the Board and will be dependent upon our financial
      condition, results of operations, capital requirements and such other factors
      as
      the Board deems relevant.




16




**Equity
      Compensation Plan Information**




The
      following table shows information with respect to our equity compensation plan
      under which our common stock is authorized for issuance as of the fiscal year
      ended February 29, 2008.





**EQUITY
      COMPENSATION PLAN INFORMATION**




**Plan
                category**
            
            **Number of**
              **securities**
              **to be issued**
              **upon**
              **exercise of**
              **outstanding**
              **options,**
              **warrants and**
              **rights**
            
            **Weighted**
              **average**
              **exercise price**
              **of**
              **outstanding**
              **options,**
              **warrants and**
              **rights**
            
            **Number of securities**
              **remaining available for future issuance under equity**
              **compensation plans (excluding securities reflected**
              **in column (a)****(a)**
            
            **(b)**
            
            **(c)****Equity
                compensation plans approved by security holders**
            
            
            700,000
            
            $
            0.014
            
            
            1,800,000**Equity
                compensation plans not approved by security
                holders**
            
            
            -0-
            
            
            -0-
            
            
            -0-**Total**
            
            
            700,000
            
            $
            0.02
            
            
            1,800,000




As
      of the
      date hereof, there were 700,000 options to purchase shares of our common stock
      are outstanding.




**ITEM
      8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND**  **FINANCIAL
      DISCLOSURE**





None





**ITEM
      8B - OTHER INFORMATION**





None




**PART
      III**





**ITEM
      9 - DIRECTORS AND OFFICERS OF THE REGISTRANT**





Our
      executive officers and directors and their respective ages and positions as
      of
      the date hereof are as follows:




**Names**
            
            **Ages**
            
            **Position**Avi
                Sivan
            
            45
            
            Chairman
                of the Board and Chief Executive OfficerPrem
                Ramchandani
            
            60
            
            President,
                Interim Chief Financial Officer, Treasurer and DirectorYehiel
                Ben-Harush
            
            39
            
            Director





*Avi
      Sivan* ,
      Chairman of the Board of Directors and Chief Executive Officer since June 11,
      2004, founded Tactica International, Inc., currently our wholly owned operating
      subsidiary, and has been its Chief Executive Officer since March 2000. From
      1997
      to March 2000, Mr. Sivan served as the Chief Executive Officer of Tactical
      International, LLC. Mr. Sivan is a driving force in making us a player in the
      Direct Response Television (DRTV) industry.   Mr. Sivan is the creator
      of the IGIA® brand of products.





*Prem
      Ramchandani* **,** President, Interim Chief Financial Officer, Treasurer and a Director since
      June
      11, 2004, he has served as Tactica’s President, Treasurer and Director since
      March 2000. From 1997 until March 2000, he served as Chief Operating Officer
      of
      Tactica International, LLC. From 1983 until 1994, Mr. Ramchandani served as
      President of Investment Planning Group, a private firm providing investment
      analysis and financing for real estate transactions. In 1975, he was a founder
      of the Urban Academy for Management, a privately held consulting firm that
      provided financial management and technical assistance services. Mr. Ramchandani
      received an MBA in finance in 1972 from Columbia University in New York, and
      in
      1970 a BTech degree in Chemical Engineering from the Indian Institute of
      Technology.




17




*Yehiel
      Ben-Harush* ,
      Director, since July 14, 2006. Mr. Ben-Harush is currently the President of
      Interbelmont Realty Corp., a company which provides services in connection
      with
      real estate purchased for investment, which he founded in July 1998. From March
      1995 through June 1998 Mr. Ben-Harush was the Director of Residential Sales
      for
      Dwelling Quest Realty.





**Board
      of Directors**





All
      of
      our directors hold office until the next annual meeting of stockholders and
      the
      election and qualification of their successors. Our executive officers are
      elected annually by the Board of Directors to hold office until the first
      meeting of the Board following the next annual meeting of stockholders and
      until
      their successors are chosen and qualified.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's directors
      and executive officers, and persons who own more than 10% of the Company's
      outstanding common stock to file with the SEC the initial reports of ownership
      and reports of changes in ownership of common stock. Officers, directors and
      greater than 10% stockholders are required by SEC regulation to furnish the
      Company with copies of all Section 16(a) forms they file.





Specific
      due dates for such reports have been established by the SEC and the Company
      is
      required to disclose any failure to file reports by such dates. Based solely
      on
      its review of the copies of such reports received by it, or written
      representations from certain reporting persons that no Forms 5 were required
      for
      such persons, the Company believes that during the fiscal year ended February
      29, 2008, there was no failure to comply with Section 16(a) filing requirements
      applicable to its officers, directors and ten percent stockholders.





**Code
      of Ethics**




Because
      we are an early-development stage company with limited resources, we have not
      yet adopted a "code of ethics", as defined by the SEC, that applies to our
      Chief
      Executive Officer, Chief Financial Officer, Principal Accounting Officer or
      Controller and persons performing similar functions. We are in the process
      of
      drafting and adopting a Code of Ethics.




**ITEM
      10 - EXECUTIVE COMPENSATION**





The
      following table sets forth the annual and long-term compensation paid to our
      Chief Executive Officer and the other executive officers who earned more than
      $100,000 per year at the end of the last completed fiscal year. We refer to
      all
      of these officers collectively as our "named executive officers."





**Summary**  **Compensation
      Table**




Name & Principal
              Position
            
            Year
            
            Salary ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity Incentive
              Plan Compensation
              ($)
            
            Change in Pension Value and
              Non-Qualified Deferred
              CompensationEarnings ($)
            
            All Other
              Compensation ($)
            
            Total ($)Avi
                Sivan
              Chief
                ExecutiveOfficer
            
            
            2007
              
              2008
            
            
            490,000
              
              490,000
            
            
            0
              
              0
            
            
            20,000
              
              0
            
            
            0
              
              0
            
            
            0
              
              0
            
            
            0
              
              0
            
            
            0
              
              0
            
            
            510,000
              
              490,000Prem
                Ramchandani
            
            
            2007
            
            
            490,000
            
            
            0
            
            
            20,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            510,000President
                and InterimChief
                FinancialOfficer
            
            
            2008
            
            
            490,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            490,000




18




**Employment
      Agreements with Executive Officers**





Tactica,
      our wholly owned subsidiary, entered into an employment agreement dated April
      29, 2004, with Avi Sivan. Pursuant to the employment agreement, Mr. Sivan is
      to
      serve as our Chief Executive Officer for a base compensation of at least
      $600,000 per year. The contract, which is for a five-year period, automatically
      extends by one day, every day, unless terminated earlier us or Mr. Sivan by
      written notice (“Non-renewal Notice”). Mr. Sivan is eligible for incentive
      compensation expressed as 10% of EBITDA for the fiscal year then ended. On
      July
      1, 2004, Mr. Sivan’s employment agreement was amended by oral agreement such
      that, effective August 1, 2004, (i) Mr. Sivan would receive a base compensation
      of $490,000, (ii) Mr. Sivan is eligible for incentive compensation expressed
      as
      8% of EBITDA for the fiscal year then ended, and (iii) Mr. Sivan’s incentive
      compensation is subject to a cap of $400,000 per year.




In
      addition, Mr. Sivan is entitled to participate in our standard executive benefit
      program, including group health insurance; death and disability benefits
      provided for under our applicable insurance policy. If after death or twenty-six
      weeks of continuous disability (“Disability”), Mr. Sivan’s employment agreement
      will be terminated, and he, or his estate will be entitled to severance pay,
      calculated as a one time multiple of his total average compensation over the
      preceding three years, in the event that a Non-renewal Notice has been given
      by
      us prior to his death or Disability, in lieu of the one times (1x) multiple,
      the
      multiple shall be the remaining number of years between the date of his death
      or
      Disability and the third (3rd) anniversary of the date of the Non-renewal
      Notice, but in no event less than one (1) year. Upon death, his estate will
      be
      entitled to any accrued benefits, not yet paid, including pro-rata incentive
      payments payable upon termination of employment for other than death, disability
      or cause are provided for as follows: If terminated by resignation for “good
      reason” or by us other than for “cause” (as such terms are defined in the
      employment agreement) or a result of Non-renewal Notice, Mr. Sivan will be
      entitled to receive all salary, benefits and incentive compensation for two
      years after the date of termination of employment and all stock options
      previously grated to Mr. Sivan will immediately vest. If Mr. Sivan's employment
      is terminated for good reason due to a “change of control” (as such term is
      defined in the employment agreement), Mr. Sivan will be entitled to receive,
      within 30 days after providing notice of election to terminate his employment
      due to a change in control, a lump sum payment equal to the net present value
      of
      the sum of five times Mr. Sivan's then current base salary plus five times
      the
      sum of Mr. Sivan's highest annualized bonus compensation during the three year
      period prior to the change of control.




We
      have
      identical employment agreements and amendments thereto with Mr. Prem
      Ramchandani, pursuant to which Mr. Ramchandani is employed as President of
      Tactica.





**Outstanding
      Equity Awards at Fiscal Year-End Table**




Option
                Awards
            
            Stock
                AwardsName
            
            Number
              of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            
            Number
              of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            
            Option
              Exercise
              Price
              ($)
            
            Option
              Expiration
              Date
            
            Number
              of Shares
              or Units
              of Stock
              That Have
              Not
              Vested
              (#)
            
            Market
              Value of
              Shares or
              Units of
              Stock
              That Have
              Not
              Vested
              ($)
            
            Equity
              Incentive
              Plan Awards:
              Number
              of
              Unearned
              Shares,
              Units or
              Other Rights
              That Have
              Not
              Vested
              (#)
            
            Equity Incentive
              Plan Awards:
              Market or Payout
              Value
              of
              Unearned
              Shares,
              Units or
              Other
              Rights
              That Have
              Not
              Vested
              ($)None.




19




**Director
      Compensation**





Name
              (a)
            
            Fees
              Earned or
              Paid in
              Cash
              ($)
              (b)
            
            Stock
              Awards
              ($)
              (c)
            
            Option
              Awards ($)
              (d)
            
            Non-Equity
              Incentive Plan
              Compensation ($)
              (e)
            
            Change in Pension
              Value and
              Nonqualified
              Deferred
              Compensation
              Earnings
              (f)
            
            All Other
              Compensation
              ($)
              (g)
            
            Total
              ($)
              (h)None.




Non-employee
      directors receive $1,000 for each meeting of the Board of Directors attended,
      as
      well as reimbursement of reasonable out of pocket expenses incurred in
      connection with the attendance of meetings of the Board of
      Directors.





**ITEM
      11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**





The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock (assuming conversion of all of the issued and outstanding shares
      of
      Series E Preferred Stock) as of June __, 2008 and as adjusted to
      reflect the maximum number of shares of our common stock which may issued upon
      conversion of the Convertible Preferred Stock by:





·
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                common stock;·
            each
                of our directors;·
            each
                of our executive officers; and·
            our
                executive officers and directors as a
                group.





Beneficial
      ownership is determined in accordance with the rules of the SEC and includes
      voting and investment power. Under SEC rules, a person is deemed to be the
      beneficial owner of securities which may be acquired by such person upon the
      exercise of options and warrants or the conversion of convertible securities
      within 60 days from the date on which beneficial ownership is to be determined.
      Each beneficial owner’s percentage ownership is determined by dividing the
      number of shares beneficially owned by that person by the base number of
      outstanding shares, increased to reflect the beneficially-owned shares
      underlying options, warrants or other convertible securities included in that
      person’s holdings, but not those underlying shares held by any other
      person.




**Amount and Nature****Title of Class**
              
              **Name of Beneficial Owner**
              
              **of Beneficial Ownership**
              
              **Percent of Class**Common
                  Stock
              
              
              Avi
                  Sivan (1)(2)
              
              
              10,147,500
              
              
              2.50
              %Common
                  Stock
              
              
              Prem
                  Ramchandani (1)(2)
              
              
              12,697,500
              
              
              3.13
              %Common
                  Stock
              
              
              Yehiel
                  Ben-Harush (2)
              
              
              100,000
              
              
              0.02
              %Common
                  Stock
              
              
              All
                  directors and executive officers as a group (3 persons)
              
              
              22,945,000
              
              
              5.66
              %





(1)
            Avi
                Sivan and Prem Ramchandani each pledged 9,947,500 shares of common
                stock
                to   New Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC, AJW Offshore, Ltd. and AJW Partners, LLC in connection with
                the sale
                of an aggregate of $3,000,000 principal amount of Callable Secured
                Convertible Notes.(2)
            Includes
                options issued, which are exercisable immediately, as follows: Sivan
                -
                200,000; Ramchandani - 200,000; and Ben-Harush -
                100,000.




20




**Title of Class**
              
              **Name of Beneficial Owner**
              
              **Amount and Nature**
                **of Beneficial Owner******
              
              **Percent of Class**Series
                  G Preferred
              
              
              Avi
                  Sivan(2)
              
              
              25,000
              (1)
              
              50.0
              %Series
                  G Preferred
              
              
              Prem
                  Ramchandani(2)
              
              
              25,000
              (1)
              
              50.0
              %


(1)
            Shares
                of Series G Preferred Stock are not convertible to common stock and
                have
                no liquidation preference. The holders of the Series G Preferred
                Stock are
                entitled to 10,000 votes per share.(2)
            Avi
                Sivan and Prem Ramchandani each pledged 9,947,500 shares of IGIA
                Common Stock and 25,000 shares of their IGIA Series G Preferred
                Stock to New Millennium Capital Partners II, LLC, AJW Qualified
                Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC in connection
                with
                the sale of an aggregate of $3,000,000 principal amount of Callable
                Secured Convertible Notes.




**ITEM
      12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





As
      of
      February 28, 2007, we had $2,627,862 in accounts payable to Brass Logistics
      LLC,
      a provider of inventory warehousing and customer order fulfillment services.
      Mr.
      Sivan, Mr. Ramchandani and a significant shareholder have an ownership interest
      in Brass Logistics LLC. We purchased $0 in services from Brass Logistics LLC
      in
      the fiscal years ended February 29, 2008 and February 28, 2007. Fees and costs
      under the June 14, 2004 agreement fluctuated based upon the amount of orders
      placed and fulfilled. Brass Logistics LLC has ceased its
      operations.





On
      December 8, 2004, Tactica entered into a Credit Agreement with Tactica Funding
      1, LLC. Mr. Sivan is a member and Mr. Ramchandani is a manager and a member
      of
      Tactica Funding 1, LLC. Under the Credit Agreement Tactica Funding 1, LLC agreed
      to provide Tactica with a secured loan of up to an aggregate principal amount
      of
      $300,000, to provide funds for Tactica’s continued ordinary course operations
      and working capital needs, as evidenced by a promissory note. The loan bears
      interest at a rate of 9% per annum and is payable monthly. Notwithstanding
      the
      foregoing, the Loan bears a default rate of interest of 16% per annum. We owed
      $305,579 as of February 28, 2005, consisting of the entire Note principal and
      related accrued interest. As security for the loan, Tactica granted to Tactica
      Funding 1, LLC a first priority security interest in substantially all of the
      assets of Tactica, except as to permitted liens for which the Tactica Funding
      security interest is junior and subordinate, including the Callable Secured
      Convertible Notes and certain carve out expenses that Tactica incurs for
      professional fees and other bankruptcy case matters.




From
      time
      to time, Mr. Sivan and Mr. Ramchandani have paid certain advertising expenses
      on
      behalf of the Company and have advanced funds to the Company for working capital
      purposes in the form of unsecured promissory notes, accruing interest at 8%
      per
      annum. As of February 28, 2007, the balance due to Mr. Sivan and Mr. Ramchandani
      collectively was $1,365,270, including accrued interest, and is included in
      Notes Payable - related parties. On October 4, 2006 the Company converted
      $52,000 of interest due (based on a closing market price of $0.0052) in exchange
      for the issuance of an aggregate of 10,000,000 shares of our common stock to
      Mr.
      Sivan and Mr. Ramchandani.




On
      March
      13, 2006, APA International LLC advanced $250,000 to the Company for working
      capital purposes in the form of an unsecured promissory note, accruing interest
      at 8% per annum. As of May 31, 2006, the balance due to APA International LLC
      was $289,997, including accrued interest, and is included in Notes Payable
      -
      related parties. Mr. Sivan, Mr. Ramchandani and a significant shareholder own
      APA International LLC.




We
      issued
      25,000 shares of Series G Preferred Stock to each of Mr. Sivan and Mr.
      Ramchandani. The Series G Preferred Stock was issued to Mr. Sivan and Mr.
      Ramchandani in consideration of the fact that in connection with the financing
      we obtained from New Millennium Capital Partners II, LLC, AJW Qualified
      Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC in the form of a sale
      of
      (i) $3,000,000 in Callable Secured Convertible Notes and (ii) warrants to
      purchase 6,000,000 shares of our common stock, Mr. Sivan and Mr. Ramchandani
      agreed to pledge all of their equity ownership in us to the investors to secure
      our obligations. Without such pledge of equity, including a pledge of the Series
      G Preferred Stock by Mr. Sivan and Mr. Ramchandani, the investors would not
      have
      entered into the financing transaction.





We
      believe that the terms of all of the above transactions are commercially
      reasonable and no less favorable to us than we could have obtained from an
      unaffiliated third party on an arm’s length basis. Our policy requires that all
      related parties recuse themselves from negotiating and voting on behalf of
      our
      company in connection with related party transactions.





21





**ITEM
      13 - EXHIBITS, LIST AND REPORTS ON FORM 8-K**




***Exhibits:***





Exhibit
                Number
            
            Description2.1
                (1)
            
            Securities
                Purchase Agreement and Plan of Reorganization, dated June 11, 2004,
                by and
                among IGIA, Inc., Tactica International, Inc. and its
                shareholders.3.1
                (2)
            
            Articles
                of Incorporation.3.2
                (1)
            
            Certificate
                of Amendment, dated May 27, 2004.3.3
                (10)
            
            Certificate
                of Amendment, dated November 3, 20053.4
                (2)
            
            By-Laws.4.1
                (5)
            
            Certificate
                of Designations for Series E Convertible Preferred Stock, filed on
                June 8,
                2004.4.2
                (3)
            
            Amended
                and Restated Certificate of Designations for Series G Preferred Stock,
                filed on April 1, 2005.4.3
            
            Specimen
                Certificate of Common Stock.4.4
                (4)
            
            Securities
                Purchase Agreement dated March 23, 2005 by and among the Company
                and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC.4.5
                (4)
            
            Callable
                Secured Convertible Note in the name of New Millennium Capital Partners
                II, LLC dated March 23, 2005.4.6
                (4)
            
            Callable
                Secured Convertible Note in the name of AJW Qualified Partners, LLC
                dated
                March 23, 2005.4.7
                (4)
            
            Callable
                Secured Convertible Note in the name of AJW Offshore, Ltd. dated
                March 23,
                2005.4.8
                (4)
            
            Callable
                Secured Convertible Note in the name of AJW Partners, LLC dated March
                23,
                2005.4.9
                (4)
            
            Stock
                Purchase Warrant in the name of New Millennium Capital Partners II,
                LLC
                dated March 23, 2005.4.10
                (4)
            
            Stock
                Purchase Warrant in the name of AJW Qualified Partners, LLC dated
                March
                23, 2005.4.11
                (4)
            
            Stock
                Purchase Warrant in the name of AJW Offshore, Ltd. dated March 23,
                2005.4.12
                (4)
            
            Stock
                Purchase Warrant in the name of AJW Partners, LLC dated March 23,
                2005.4.13
                (4)
            
            Registration
                Rights Agreement dated March 23, 2005 by and among the Company and
                New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC.4.14
                (4)
            
            Security
                Agreement dated March 23, 2005 by and among the Company and New Millennium
                Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
                Ltd.
                and AJW Partners, LLC.4.15
                (4)
            
            Intellectual
                Property Security Agreement dated March 23, 2005 by and among the
                Company
                and New Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC,
                AJW Offshore, Ltd. and AJW Partners, LLC.4.16
                (5)
            
            Callable
                Secured Convertible Note in the name of New Millennium Capital Partners
                II, LLC dated April 20, 20054.17
                (5)
            
            Callable
                Secured Convertible Note in the name of AJW Qualified Partners, LLC
                dated
                April 20, 20054.18
                (5)
            
            Callable
                Secured Convertible Note in the name of AJW Offshore, Ltd. dated
                April 20,
                20054.19
                (5)
            
            Callable
                Secured Convertible Note in the name of AJW Partners, LLC dated April
                20,
                20054.20
                (5)
            
            Stock
                Purchase Warrant in the name of New Millennium Capital Partners II,
                LLC
                dated April 20, 20054.21
                (5)
            
            Stock
                Purchase Warrant in the name of AJW Qualified Partners, LLC dated
                April
                20, 20054.22
                (5)
            
            Stock
                Purchase Warrant in the name of AJW Offshore, Ltd. dated April 20,
                20054.23
                (5)
            
            Stock
                Purchase Warrant in the name of AJW Partners, LLC dated April 20,
                20054.24
                (6)
            
            Callable
                Secured Convertible Note in the name of New Millennium Capital Partners
                II, LLC dated December 22, 20054.25
                (6)
            
            Callable
                Secured Convertible Note in the name of AJW Qualified Partners, LLC
                dated
                December 22, 20054.26
                (6)
            
            Callable
                Secured Convertible Note in the name of AJW Offshore, Ltd. dated
                December
                22, 20054.27
                (6)
            
            Callable
                Secured Convertible Note in the name of AJW Partners, LLC dated December
                22, 20054.28
                (6)
            
            Stock
                Purchase Warrant in the name of New Millennium Capital Partners II,
                LLC
                dated December 22, 20054.29
                (6)
            
            Stock
                Purchase Warrant in the name of AJW Qualified Partners, LLC dated
                December
                22, 20054.30
                (6)
            
            Stock
                Purchase Warrant in the name of AJW Offshore, Ltd. dated December
                22,
                20054.31
                (6)
            
            Stock
                Purchase Warrant in the name of AJW Partners, LLC dated December
                22,
                20054.32
                (7)
            
            Securities
                Purchase Agreement dated June 7, 2006 by and among the Company and
                New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC4.33
                (7)
            
            Callable
                Secured Convertible Note in the name of New Millennium Capital Partners
                II, LLC dated June 7, 20064.34
                (7)
            
            Callable
                Secured Convertible Note in the name of AJW Qualified Partners, LLC
                dated
                June 7, 20064.35
                (7)
            
            Callable
                Secured Convertible Note in the name of AJW Offshore, Ltd. dated
                June 7,
                20064.36
                (7)
            
            Callable
                Secured Convertible Note in the name of AJW Partners, LLC dated June
                7,
                20064.37
                (7)
            
            Stock
                Purchase Warrant in the name of New Millennium Capital Partners II,
                LLC
                dated June 7, 20064.38
                (7)
            
            Stock
                Purchase Warrant in the name of AJW Qualified Partners, LLC dated
                June 7,
                2006




22




4.39
                (7)
            
            Stock
                Purchase Warrant in the name of AJW Offshore, Ltd. dated June 7,
                20064.40
                (7)
            
            Stock
                Purchase Warrant in the name of AJW Partners, LLC dated June 7,
                20064.41
                (7)
            
            Registration
                Rights Agreement dated June 7, 2006 by and among the Company and
                New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC4.42
                (7)
            
            Security
                Agreement dated June 7, 2006 by and among the Company and New Millennium
                Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
                Ltd.
                and AJW Partners, LLC4.43
                (7)
            
            Intellectual
                Property Security Agreement dated June 7, 2006 by and among the Company
                and New Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC,
                AJW Offshore, Ltd. and AJW Partners, LLC4.44
                (8)
            
            Securities
                Purchase Agreement dated July 27, 2006 by and among the Company and
                New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC4.45(8)
            
            Callable
                Secured Convertible Note in the name of New Millennium Capital Partners
                II, LLC dated July 27, 20064.46(8)
            
            Callable
                Secured Convertible Note in the name of AJW Qualified Partners, LLC
                dated
                July 27, 20064.47(8)
            
            Callable
                Secured Convertible Note in the name of AJW Offshore, Ltd. dated
                July 27,
                20064.48(8)
            
            Callable
                Secured Convertible Note in the name of AJW Partners, LLC dated July
                27,
                20064.49(8)
            
            Stock
                Purchase Warrant in the name of New Millennium Capital Partners II,
                LLC
                dated July 27, 20064.50(8)
            
            Stock
                Purchase Warrant in the name of AJW Qualified Partners, LLC dated
                July 27,
                20064.51(8)
            
            Stock
                Purchase Warrant in the name of AJW Offshore, Ltd. dated July 27,
                20064.52(8)
            
            Stock
                Purchase Warrant in the name of AJW Partners, LLC dated July 27,
                20064.53(8)
            
            Registration
                Rights Agreement dated July 27, 2006 by and among the Company and
                New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC4.54(8)
            
            Security
                Agreement dated July 27, 2006 by and among the Company and New Millennium
                Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
                Ltd.
                and AJW Partners, LLC4.55(8)
            
            Intellectual
                Property Security Agreement dated July 27, 2006 by and among the
                Company
                and New Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC,
                AJW Offshore, Ltd. and AJW Partners, LLC4.56(8)
            
            Amendment
                to Callable Secured Convertible Notes dated July 27, 2006 by and
                among the
                Company and New Millennium Capital Partners II, LLC, AJW Qualified
                Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC4.57
            
            Escrow
                Agreement dated July 27, 2006 by and among the Company, New Millennium
                Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
                Ltd.,
                AJW Partners, LLC and Owen Naccarato4.44
                (11)
            
            Securities
                Purchase Agreement dated November 6, 2006 by and among the Company
                and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC4.45(11)
            
            Callable
                Secured Convertible Note in the name of New Millennium Capital Partners
                II, LLC dated November 6, 20064.46(11)
            
            Callable
                Secured Convertible Note in the name of AJW Qualified Partners, LLC
                dated
                November 6, 20064.47(11)
            
            Callable
                Secured Convertible Note in the name of AJW Offshore, Ltd. dated
                November
                6, 20064.48(11)
            
            Callable
                Secured Convertible Note in the name of AJW Partners, LLC dated November
                6, 20064.49(11)
            
            Stock
                Purchase Warrant in the name of New Millennium Capital Partners II,
                LLC
                dated November 6, 20064.50(11)
            
            Stock
                Purchase Warrant in the name of AJW Qualified Partners, LLC dated
                November
                6, 20064.51(11)
            
            Stock
                Purchase Warrant in the name of AJW Offshore, Ltd. dated November
                6,
                20064.52(11)
            
            Stock
                Purchase Warrant in the name of AJW Partners, LLC dated November
                6,
                20064.53(11)
            
            Registration
                Rights Agreement dated November 6, 2006 by and among the Company
                and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC4.54
                (11)
            
            Securities
                Purchase Agreement dated February 1, 2007 by and among the Company
                and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC4.55(11)
            
            Callable
                Secured Convertible Note in the name of New Millennium Capital Partners
                II, LLC dated February 1, 20074.56(11)
            
            Callable
                Secured Convertible Note in the name of AJW Qualified Partners, LLC
                dated
                February 1, 20074.57(11)
            
            Callable
                Secured Convertible Note in the name of AJW Offshore, Ltd. dated
                February
                1, 20074.58(11)
            
            Callable
                Secured Convertible Note in the name of AJW Partners, LLC dated February
                1, 20074.59(11)
            
            Stock
                Purchase Warrant in the name of New Millennium Capital Partners II,
                LLC
                dated February 1, 20074.60(11)
            
            Stock
                Purchase Warrant in the name of AJW Qualified Partners, LLC dated
                February
                1, 20074.61(11)
            
            Stock
                Purchase Warrant in the name of AJW Offshore, Ltd. dated February
                1,
                20074.62(11)
            
            Stock
                Purchase Warrant in the name of AJW Partners, LLC dated February
                1,
                20074.63(11)
            
            Registration
                Rights Agreement dated February 1, 2007 by and among the Company
                and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC10.1
                (9)
            
            Executive
                Employment Agreement by and between Tactica International, Inc. and
                Avi
                Sivan, dated April 29, 2004.10.2
                (9)
            
            Executive
                Employment Agreement by and between Tactica International, Inc. and
                Prem
                Ramchandani, dated April 29, 2004.




23




10.4
                (4)
            
            Service
                Agreement by and between Brass Logistics, LLC and IGIA,
                Inc.21.1
                (9)
            
            Subsidiaries23.1
                (12)
            
            Consent
                of RBSM LLP (filed herewith).31.1
                (12)
            
            Certification
                of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation
                S-B,
                as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.31.2
                (12)
            
            Certification
                of Interim Chief Financial Officer pursuant to Item 601(b)(31) of
                Regulation S-B, as adopted pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32.1
                (12)
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.1
                (12)
            
            Certification
                of Interim Chief Financial Officer pursuant to 18 U.S.C. Section
                1350 as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.


___________________________________________





(1)
            Incorporated
                herein by reference to the exhibit to Registrant's Current Report
                on Form
                8-K dated June 18, 2004.(2)
            Incorporated
                by reference to the exhibit of same number filed with the Registrant’s
                Registration Statement on Form 10- SB.(3)
            Incorporated
                herein by reference to the exhibit to Registrant's Current Report
                on Form
                8-K dated April 1, 2005.(4)
            Incorporated
                herein by reference to the exhibits to Registrant's Current Report
                on Form
                8-K dated March 28, 2005.(5)
            Incorporated
                herein by reference to the exhibits to Registrant's Current Report
                on Form
                8-K dated April 21, 2005.(6)
            Incorporated
                herein by reference to the exhibits to Registrant's Current Report
                on Form
                8-K dated December 28, 2005.(7)
            Incorporated
                herein by reference to the exhibits to Registrant's Current Report
                on Form
                8-K dated June 13, 2006.(8)
            Incorporated
                herein by reference to the exhibits to Registrant's Current Report
                on Form
                8-K dated August 2, 2006.(9)
            Incorporated
                herein by reference to the exhibit of the same number filed with
                the
                Registrant’s Registration Statement on Form SB-2 dated April 14,
                2005.(10)
            Incorporated
                herein by reference to the exhibit of the same number filed with
                the
                Registrant’s Registration Statement on Form SB-2 dated November 9,
                2005.(11)
            Incorporated
                herein by reference to the exhibits to Registrant's Current Report
                on Form
                8-K dated November 13, 2006.(12)
            To
                be filed by amendment.





24




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this Report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**IGIA,
                INC.**By:
            /s/
                Avi SivanAvi
                SivanChief
                Executive Officer and Chairman of the
                Board





In
      accordance with the requirements of the Securities Act of 1933, this report
      was
      signed by the following persons in the capacities and on the dates
      stated.




SIGNATURE
            
            TITLE
            DATE/s/
                Avi Sivan
            
            Chief
                Executive Officer and Chairman of the Board
            June
                12, 2008Avi
                Sivan/s/
                Prem Ramchandani
            
            President,
                Interim Chief Financial Officer, Treasurer and Director
            June
                12, 2008Prem
                Ramchandani/s/
                Yehiel Ben-Harush
            
            Director
            June
                12, 2008Yehiel
                Ben-Harush





25