<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM _________ TO _________

                          COMMISSION FILE NO. 001-15617


                                 SPIGADORO, INC.
                                 ---------------
                  (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
                                    CHARTER)

                           DELAWARE          13-3920210
                           ----------------------------
                  (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
              OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

                                 SPIGADORO, INC.
                         70 EAST 55TH STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10022
                            ------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 754-4271

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

        TITLE OF EACH CLASS:          NAME OF EACH EXCHANGE ON WHICH REGISTERED:
   COMMON STOCK, $0.01 PAR VALUE        AMERICAN STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of the close of business on March 30, 2001
was approximately $8,500,000.

As of March 30, 2001, 61,034,037 shares of the registrant's common stock, $0.01
par value (excluding treasury shares), were issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, ages and positions of our executive
officers and directors:

NAME                           AGE          POSITION

Jacob Agam                      46        Chairman of the Board
Carlo Petrini                   67        Co-Chairman of the Board
Riccardo Carelli                59        Chief Executive Officer and Director
Riccardo di Lorenzo             52        Chief Financial Officer
Marc S. Goldfarb (1)            37        Director
Klaus Grissemann                57        Director
Erich Weber (1)                 59        Director
Robert Weiss (1)                54        Director

(1) Member of Audit Committee

JACOB AGAM has served as our Co-Chairman of the Board since our organization in
October 1996 and became our Chairman and our Chief Executive Officer in April
1998 and the Chairman of the Board and President of Petrini in March 2000. He
resigned his position as Chief Executive Officer of Spigadoro in April 2001. Mr.
Agam has served as the Chairman of the Board and Chief Executive Officer of
Gruppo Spigadoro N.V., a Dutch holding company and principal stockholder of
Spigadoro, since September 1998 and the Chairman of the Board of iEntertainment
Network, Inc., a developer and publisher of proprietary Internet and on-line
multi-player games, since August 1999. Mr. Agam is a founder and has been
Chairman of Vertical Capital Ltd. and Orida Capital Ltd., companies engaged in
private equity investments and advisory services, respectively, since their
inception in 1998, and the Chairman of Vertical Financial Holdings, an affiliate
of Vertical Capital Ltd. and a stockholder of Spigadoro, since 1991. Mr. Agam
received a law degree from Tel Aviv University in 1984 and an LLM degree in
securities and corporate finance from the University of Pennsylvania in 1986.

CARLO PETRINI has served as our Co-Chairman of the Board since February 2000 and
has served as a director of Spigadoro since December 1999. Mr. Petrini is a
direct descendant of the founder of Petrini S.p.A., has worked for Petrini for
44 years and served as its Chairman of the Board from 1980 until March 2000. Mr.
Petrini currently serves as a director of Petrini. Mr. Petrini also co-founded
the American-Italian Pasta Company, a United States pasta manufacturer, which
was sold in 1989 and subsequently listed on the New York Stock Exchange. Mr.
Petrini is also a board member of various Italian trade groups, industrial and
food companies, as well as Banca d'Italia (Perugia).

RICCARDO CARELLI has served as the Chief Executive Officer and a Director of
Spigadoro and Petrini since April 2001 and as President and a Director of
Gazzola since January 2001. Since 1995, Mr. Carelli has been a principal and
founder of Carelli Carugo and Associates, a management consulting company
focused on the food industry. From 1973 to 1995, Mr. Carelli served in various
capacities for Barilla, including as Chief Executive Officer from 1990 to 1995.

RICCARDO DI LORENZO has served as our Chief Financial Officer and the Chief
Financial Officer of Petrini since July 2000, and has served as a Director of
Gazzola since September 2000. Previously, he served for three years as Finance
Director of Holding di Partecipazioni Industriali SpA, an industrial group with
interests in publishing, luxury and sport fashion goods. During such period he
was also a Board Member of Valentino SpA,, Fila Spa and Rizzoli Editori Spa.
Prior to that position, Mr. di Lorenzo was Managing Director of Gemina Europe
Bank SA in Luxembourg. Mr. di Lorenzo has a B.A. in Business from the University
of Naples, Italy, and an M.B.A. from the Wharton Business School at the
University of Pennsylvania.

MARC S. GOLDFARB has served as a director of Spigadoro since September 1999.
Since August 1998, Mr. Goldfarb has served as the President and Managing
Director of Orida Capital USA, Inc., a consulting firm that is the U.S.
representative of the Vertical Group, a global private equity firm. Mr. Goldfarb
has also served as a director of iEntertainment Network, Inc., a developer and
publisher of proprietary Internet and on-line multi-player games, since December
1999. Prior to joining Orida Capital USA, Mr. Goldfarb was a corporate and
securities attorney for over 10



<PAGE>

years, most recently as a partner at Bachner, Tally & Polevoy LLP in New York,
where he specialized in corporate finance, venture capital and mergers and
acquisitions. Mr. Goldfarb holds a B.S. degree in Management and Industrial
Relations from Cornell University and a J.D. from the University of Pennsylvania
Law School.

KLAUS GRISSEMANN served as our Chief Financial Officer from October 1996 until
June 2000 and has served as a director of Spigadoro since December 1996. In
1989, Mr. Grissemann joined IAT AG, one of our subsidiaries, as Chief Financial
Officer and has served as a director of IAT AG since 1993. From 1979 until 1988,
Mr. Grissemann served as Chief Financial Officer of Jaeger Le Coultre AG, a
Swiss watch manufacturer. Mr. Grissemann graduated from Kantonale Handelsschule
business school in Zurich.

DR. ERICH WEBER has served as a director of Spigadoro since June 1998. Dr. Weber
has served in several management positions at Revi Informatik, a data processing
consulting company, since 1992 following ten years as a partner and manager of
electronic data processing consulting of Revisuisse Price Waterhouse, Zurich.
Prior thereto, he served as department manager of infomatics for Migros
Genossenschaftsbund and Alusuisse, a producer of aluminum products. Dr. Weber
earned his doctorate in Economic Science from the University of Zurich in 1970.

ROBERT WEISS has served as a director of Spigadoro since June 1998. In 1980, Mr.
Weiss founded Robert Weiss Consulting, an independent electrical engineering
consulting company, and has served as its President since 1980. Previously, he
served nine years as a consultant to Alusuisse, a producer of aluminum products,
in its headquarters and department of research and development. Mr.
Weiss received a degree in Chemistry from Technical College Winterthur in 1970.

All directors hold office until the next annual meeting of stockholders or until
their successors are elected and qualified. Vacancies and any additional
positions created by board action are filled by action of the existing Board of
Directors. All officers serve at the discretion of the Board of Directors.

RIGHTS TO NOMINATE DIRECTORS

Under the terms of the Petrini acquisition in December 1999, we agreed that for
so long as Gruppo Spigadoro (or its current shareholders), their respective
affiliates and Carlo Petrini collectively hold at least:

     o        50% of the outstanding shares of our common stock, Gruppo
              Spigadoro or its assignees will have the right to nominate 50%
              of the members for election to our Board of Directors;

     o        25% of the outstanding shares of our common stock, Gruppo
              Spigadoro or its assignees will have the right to nominate 25%
              of the members for election to our Board of Directors;

     o        10% of the outstanding shares of our common stock,
              Gruppo Spigadoro or its assignees will have the right to
              nominate a single member for election to our Board of
              Directors.

Gruppo Spigadoro has not yet nominated any members of our Board of Directors.
However, the existence of such rights could increase the control over us by
Gruppo Spigadoro and its affiliates, including members of the Vertical Group.
Prior to December 1999, Vertical Financial had the right to nominate two members
for election to our Board of Directors. Mr. Agam, our Chairman of the Board, and
Mr.Goldfarb were nominated to our Board of Directors by Vertical Financial.

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

The Audit Committee consists of Messrs. Goldfarb, Weber, and Weiss. The primary
functions of the Audit Committee are to recommend engagement of our independent
public accountants and to maintain communications among such independent
auditors, the Board of Directors and our internal accounting staff with respect
to accounting and audit procedures, the implementation of recommendations by
such independent auditors, the adequacy of our internal controls


<PAGE>


and related matters.

ADVISORY COMMITTEES TO THE BOARD OF DIRECTORS

Advisory Compensation Committee

The Advisory Compensation Committee consists of Messrs. Petrini, Carelli, and
Mario Amoroso, a Director of Petrini. The principal functions of the Advisory
Compensation Committee are to review the management organization and
development, review significant employee benefit programs, including bonus
plans, stock option and other equity-based programs, deferred compensation plans
and any other cash or stock incentive programs and to advise and recommend to
the Board of Directors action to be taken by the Board of Directors with respect
to such matters.

Advisory Acquisition Committee

The Advisory Acquisition Committee consists of Messrs. Carelli, di Lorenzo,
Petrini and Robert Taylor, who serves as our Director of Corporate Development.
The Acquisition Committee advises the Board of Directors on matters concerning
our acquisition program, including identification of acquisition targets,
determination of the preliminary approach and negotiation strategy, and
management of contract preparation.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors and officers and persons who own more than 10% of a class of our
equity securities which are registered under the Exchange Act to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes of ownership of such registered securities. To our knowledge, based
solely on a review of the copies of such reports furnished to us and on
representations that no other reports were required, no person required to file
such a report failed to file on a timely basis during fiscal 2000.


ITEM 11.  EXECUTIVE COMPENSATION

The following summary compensation table sets forth the aggregate compensation
paid by us to Jacob Agam, our Chief Executive Officer during fiscal 2000, and to
our four other most highly compensated executive officers whose aggregate
compensation exceeded $100,000 for fiscal 2000 for services rendered during the
fiscal years ended December 31, 2000, 1999 and 1998 ("named executive
officers"):


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                              Annual Compensation (1)                        Long-Term Compensation
                                              -----------------------                        ----------------------

                                                                   Other Annual     Restricted   Securities     All other
Name and Principal                           Salary     Bonus      Compensation        Stock     Underlying   Compensation
Position                             Year     ($)        ($)            ($)          Awards(s)   Options(#)       ($)
--------                             ---      ---        ---            ---          ---------   ----------       ---
<S>                               <C>      <C>        <C>        <C>               <C>          <C>            <C>

Jacob Agam (2)                       2000    75,000
Chairman of the Board and            1999    75,000       --           --                --       40,000           --
Chief Executive Officer              1998    25,000       --           --                --



Klaus Grissemann (3)                 2000   111,323                    4,846(4)
Chief Financial                      1999   142,176       --           8,685(4)          --       25,000           --
Officer                              1998   144,845       --          33,731(4)(5)       --       50,000           --

Lucio de Luca (6)                    2000    55,000                   75,000                                     20,000(11)
Chief Operating Officer                     171,711(7)   44,261(7)     2,885(9)                                   3,802(8)
                                     1999   155,682(7)     --         20,757(7)          --      250,000          4,567(8)
                                                                      18,681(9)
                                     1998    13,250(7)   21,000(7)    10,600(9)          --       --


Carlo Petrini                        2000                            243,190(7)

<PAGE>




Co-Chairman of the Board                                             14,439(9)
                                     1999      --         --        259,470(7)          --       --              --
                                                                     31,136(9)
                                     1998      --         --        265,000(7)          --       --              --
                                                                     18,600(9)

Riccardo di Lorenzo (10)             2000    25,000
Chief Financial Officer                      72,982(7)                                           150,000         2,000(8)
</TABLE>


(1)      Compensation is paid in Italian Lira or Swiss Francs and is converted
         into U.S. dollars at the exchange rate of $1.00=2,056 Lira for 2000;
         1,927 Lira for 1999; and 1,887 Lira for 1998, respectively; and $1.00 =
         1.65SF for 2000; 1.50 SF for 1999; and 1.45 SF for 1998, respectively.

(2)      Mr. Agam served as Co-Chairman of the Board since our organization in
         1996 and became the sole Chairman and Chief Executive Officer in April
         1998. Under an employment agreement effective January 1, 2000, Mr. Agam
         was entitled to an annual salary of $300,000 per year plus certain
         other benefits. This agreement was terminated in April 2000 and was
         replaced with an agreement with Vertical Financial under which we
         agreed to pay Vertical Financial $25,000 per month, plus expenses,
         through December 2002 for the services of Mr. Agam as our Chairman of
         the Board and Chief Executive Officer. Amounts payable under the
         agreement with Vertical Financial are excluded from the table. Also
         excludes $144,000 and $144,000 paid or accrued to Vertical Financial as
         compensation for the services of Jacob Agam, our Chairman, during 1999
         and 1998, respectively. See "-- Director Compensation" and
         "--Employment Contracts and Termination of Employment and
         Change-In-Control Arrangements."

(3)      Mr. Grissemann is not directly employed by Spigadoro. His services are
         provided on a per diem basis by Grissemann Consulting S.A. Mr.
         Grissemann retired as our Chief Financial Officer in June 2000, but
         continues to serve as a consultant.

(4)      Represents payments made by us for automobile leases.

(5)      Also includes a payment of $25,000 made to Mr. Grissemann for services
         rendered in connection with the acquisition of Columbus Computer
         Handels-und Vertriebs in November 1998.

(6)      In connection with the Petrini acquisition, we entered into an
         employment agreement with Mr. De Luca effective as of January 1, 2000
         under which Mr. De Luca was entitled to an annual salary of $55,000.
         Mr. De Luca was also entitled to compensation from Petrini for services
         rendered as the Chief Executive Officer of Petrini. See "--Employment
         Contracts and Termination of Employment and Change-In-Control
         Arrangements." In April 2001, Mr. De Luca resigned his positions with
         us, although he continues to serve as a consultant.

(7)      Represents compensation received from Petrini for services rendered
         as an executive officer and/or director of Petrini.

(8)      Represents life insurance premiums paid by Petrini.

(9)      Represents payments received from Petrini for automobile leases.

(10)     Effective July 3, 2000 we entered into an employment agreement with Mr.
         di Lorenzo pursuant to which he serves as Chief Financial Officer and
         is entitled to an annual salary of $50,000 payable in semi-annual
         instalments in stock at the fair market value of our shares on the date
         preceding each payment. Mr. di Lorenzo is also entitled to compensation
         from Petrini for services rendered as Chief Financial Officer of
         Petrini. See "--Employment Contracts and Termination of Employment and
         Change-In-Control Arrangements."

(11)     Consists of a reimbursement for housing expenses pursuant to
         Mr. de Luca's employment agreement.


                      OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth certain information regarding stock options
granted to our named executive officers during the fiscal year ended December
31, 2000.



<PAGE>

<TABLE>
<CAPTION>

                                                           Individual Grants
                                                           -----------------
                                                                                                             Potential
                                  Number of          Percent of                                           Realizable Value
                                   Securities          Total                                                 At Assumed
                                   Underlying         Options           Exercise                           Annual Rate of
                                   Options           Granted to        or Base                              Stock Price
                                   Granted           Employees          Price           Expiration        Appreciation For
             Name                    (#)           in Fiscal Year       ($/Sh)           Date              Option Term(1)
             ----                    ---           --------------       ------           ----              --------------
<S>                            <C>                <C>                <C>           <C>            <C>           <C>
                                                                                                      5%($)        10%($)
                                                                                                      -----        ------
Jacob Agam                            --              --                 --              --             --          --

Klaus Grissemann (2)                  --              --                 --              --             --          --

Lucio de Luca (3)                     --              --                 --              --             --          --

Riccardo di Lorenzo (4)            150,000            30%              $2.8125         7/2010        265,315       672,360

Carlo Petrini                         --              --                 --              --             --          --
</TABLE>


(1)      Calculated by multiplying the exercise price by the annual appreciation
         rate shown (as prescribed by the SEC rules) and compounded for the term
         of the options, subtracting the exercise price per share and
         multiplying the gain per share by the number of shares covered by the
         options. These amounts are not intended to forecast possible future
         appreciation, if any, of the price of our common stock. The actual
         value realized upon exercise of the options will depend on the fair
         market value of our common stock on the date of exercise.

(2)      Mr. Grissemann retired as an executive officer of Spigadoro effective
         June 2000, although he continues to serve as a consultant to us.

(3)      Mr. de Luca resigned as an executive officer of Spigadoro effective
         April 2001, although he continues to serve as a consultant to us.

(4)      The options were originally exercisable as follows: 50,000 options on
         July 3, 2001, 50,000 options on July 3, 2002, and the remaining 50,000
         options on July 3, 2003. In January 2001, Mr. di Lorenzo voluntarily
         forfeited these stock options and, consequently, the options were
         terminated.


                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES

The following table sets forth certain information with respect to the exercise
of stock options during fiscal 2000 by our named executive officers and the
number and value of unexercised options held by each of our named executive
officers as of December 31, 2000:

<TABLE>
<CAPTION>

                                                            Number of Securities                  Value of Unexercised
                          Shares                           Underlying Unexercised                 In-the-Money Options
                         Acquired          Value                 Options at                              at
Name                    on Exercise       Realized          Fiscal Year-End (#)                     Fiscal Year-End ($)(1)
----                    -----------       --------          -------------------                     ----------------------

                                                      Exercisable        Unexercisable      Exercisable       Unexercisable
                                                      -----------        -------------      -----------       -------------
<S>                  <C>              <C>           <C>              <C>                 <C>               <C>

Jacob Agam                  --               --          40,000                --             --                   --
Klaus Grissemann            --               --          75,000                --             --                   --
Riccardo di Lorenzo (2)                                       0             150,000           --                   --
Lucio de Luca (2)           --               --           50,000            200,000           --                   --
Carlo Petrini               --               --            --                  --             --                   --
</TABLE>

(1)      None of the options are currently in-the-money.
(2)      In January 2001, each of Messrs. di Lorenzo and de Luca voluntarily
         forfeited these stock options and, consequently, the
         options were terminated.


               EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
                       AND CHANGE-IN-CONTROL ARRANGEMENTS

Mr. Agam

We entered into an employment agreement effective as of September 1, 1998 with
Mr. Agam under which Mr. Agam agreed to serve as our Chief Executive Officer for
a three-year term expiring September 1, 2001. Under the employment agreement,
Mr. Agam was entitled to an annual salary of $75,000 per year, plus a bonus to
be approved by the Board of Directors. If the employment agreement was
terminated by us without cause, Mr. Agam was entitled to receive his base


<PAGE>

salary for a period of one year following the date of termination. In connection
with the Petrini transaction, we entered into an Amended and Restated Employment
Agreement effective January 1, 2000 with Mr. Agam which provided for an annual
salary of $300,000. This agreement was subsequently terminated in April 2000 by
mutual agreement between us and Mr. Agam and was replaced with an agreement with
Vertical Financial under which we agreed to pay Vertical Financial $25,000 per
month, plus expenses, through December 2002 for the services of Mr. Agam as our
Chairman of the Board and Chief Executive Officer.

Mr. De Luca

Mr. de Luca served during fiscal 2000 as our Chief Operating Officer and as the
Chief Executive Officer of Petrini, in each case pursuant to an Employment
Agreement. In April 2001, Mr. de Luca resigned all positions with Spigadoro and
its subsidiaries, and such Employment Agreements were terminated. In connection
therewith, Mr. de Luca received a severance payment equal to Lire 700,000,000
($340,000) and Petrini agreed to make an additional payment to Mr. de Luca of
Lire 500,000,000 ($243,000) on December 31, 2002; provided, that in the event
that prior to such date Gruppo Spigadoro shall have received proceeds of at
least $10 million from any sales of Spigadoro common stock, Petrini's obligation
to pay the Lire 500,000,000 shall terminate and Gruppo Spigadoro shall pay
Mr. de Luca $500,000. In addition, we agreed to waive repayment of a $100,000
loan extended to Mr. de Luca.

Mr. di Lorenzo

We entered into an Employment Agreement effective July 3, 2000 with Mr. di
Lorenzo pursuant to which Mr. di Lorenzo agreed to serve as our Chief Financial
Officer for an initial term of three years with an annual base salary of
$50,000, paid semi-annually entirely in shares of our common stock at the fair
market value immediately preceding the date of issuance. Mr. di Lorenzo also
received an initial grant of options to purchase 150,000 shares of our common
stock,which options vest over a period of three years. The employment agreement
provides that if the agreement is terminated by us without cause or terminated
by Mr. di Lorenzo for constructive discharge, Mr. di Lorenzo will be entitled to
receive a severance payment equal to his base salary for six months from the
effective date of termination. In addition, Mr. di Lorenzo has agreed not to
compete with us or our affiliates, solicit any of our customers or clients or
act on behalf of a competitor, or interfere with our relationships with our
affiliates and employees during the term of the employment agreement and for a
period of time following the termination of such employment agreement.

Petrini also entered into an employment agreement effective July 1, 2000 with
Mr. di Lorenzo under which Mr. di Lorenzo agreed to serve as the Chief Financial
Officer of Petrini. The employment agreement is governed by Italian law. Mr. di
Lorenzo is entitled to an annual salary of Lit. 300,000,000 (approximately
$146,000), plus an annual bonus to be determined based upon the achievement of
certain milestones. Petrini pays for a car Mr. di Lorenzo's use, and also pays
for life and medical insurance. Mr. di Lorenzo is subject to a confidentiality
provision.

DIRECTOR COMPENSATION

Our directors currently do not receive any compensation as such, but directors
who are not also our executive officers are reimbursed for expenses incurred in
connection with their service on the Board of Directors. We may establish
different compensation policies in the future. Under the terms of an agreement
between us and Vertical Financial, we agreed to pay Vertical Financial $25,000
per month, plus expenses, through December 2002, for the services of Mr. Agam as
our Chairman of the Board and Chief Executive Officer. See "Certain
Relationships and Related Transactions" No other compensation was paid to any of
our directors for their service as directors during fiscal 2000.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2000, our Compensation Committee
consisted of Messrs. Goldfarb, Weber and Weiss until February 17, 2000. On such
date, the Compensation Committee became an Advisory Compensation Committee and
its members consisted of Messrs. De Luca, Petrini and Amoroso. None of the
members of the Compensation Committee is a current or former employee or officer
of Spigadoro or any of our subsidiaries, except Mr. de Luca who served as our
Chief Operating Officer and the Chief Executive Officer of Petrini during fiscal
2000. None of our executive officers and no member of our Compensation Committee
is a member of any other business entity that has an executive officer that sits
on our Board of Directors or on our Compensation Committee.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS


<PAGE>


The following table sets forth certain information regarding ownership of our
common stock as of April 25, 2001 by (i) each of our directors, (ii) each of our
named executive officers, (iii) each person known by us to own beneficially more
than five percent of our outstanding common stock, and (iv) all of our executive
officers and directors as a group. As of April 25, 2001, we had 61,034,037
shares of common stock outstanding (excluding treasury shares). Unless otherwise
indicated, the address of our directors and officers is c/o Spigadoro, Inc., 70
East 55th Street, 24th Floor, New York, New York 10022. Beneficial ownership is
defined in accordance with the rules of the SEC and generally means the power to
vote and/or to dispose of the securities regardless of any economic interest
therein. In computing number and percentage ownership of shares of our common
stock beneficially owned by a person, shares of common stock subject to options
held by that person that are exercisable within 60 days are deemed outstanding.
Such shares of our common stock, however, are not deemed outstanding for
purposes of computing the percentage ownership of stockholders other than such
person.

<TABLE>
<CAPTION>

Name and Address of Beneficial Owner                                     Number of Shares
------------------------------------                                       Beneficially              Percentage of Shares
                                                                             Owned                   Beneficially Owned
                                                                             -----                   ------------------
<S>                                                               <C>                            <C>

Carlo Petrini                                                                  12,241,400                       20.1%
Jacob Agam (1)                                                                 40,000 (2)                           *
Riccardo Carelli                                                                      --                            *
Klaus Grissemann                                                              249,244 (3)                           *
Riccardo di Lorenzo                                                            28,889 (4)                           *
Marc Goldfarb                                                                  25,000 (2)                           *
Erich Weber                                                                    25,000 (2)                           *
Robert Weiss                                                                   25,000 (2)                           *
Gruppo Spigadoro N.V.                                                      35,391,797 (5)                       58.5%
All executive officers and directors as a group (8 persons)             12,634,533 (4)(6)                       20.6%
</TABLE>

 *       Less than 1%

(1)      Jacob Agam, our Chairman of the Board, is the Chairman of the Board of
         Vertical Capital, Vertical Financial and Gruppo Spigadoro.  Mr. Agam
         disclaims beneficial ownership of the shares beneficially owned by
         these entities.  See "Footnote 5."

(2)      Represents shares of common stock issuable upon exercise of options
         that are exercisable within 60 days of April 25, 2001.

(3)      Includes 75,000 shares of common stock issuable upon exercise of
         options that are exercisable within 60 days of April 25,
         2001.

(4)      Includes 20,000 shares issuable pursuant to Mr. di Lorenzo's employment
         agreement, which shares have not yet been issued. See "--Employment
         Contracts and Termination of Employment and Change-In-Control
         Arrangements."

(5)      The address for Gruppo Spigadoro is Strawinskylaan 1725, 1077 XX,
         Amsterdam, The Netherlands. Through various intermediate entities,
         Vertical Capital and its affiliates beneficially own approximately 75%
         of the outstanding common stock of Gruppo Spigadoro and therefore have
         the power to vote all of the outstanding common stock of Gruppo
         Spigadoro. As a result, based upon the voting power of these entities,
         Vertical Capital may be deemed to beneficially own the shares of common
         stock held by Gruppo Spigadoro.

         In addition, Vertical Financial, an affiliate of Vertical Capital, owns
         818,940 shares of our common stock and warrants to purchase 690,152
         shares of common stock that are exercisable within 60 days of April 25,
         2001. We have been advised that Vertical Financial also owns equity
         interests in Behala Anstalt, Lupin Investments Services Ltd. and
         Henilia Financial Ltd. and that Vertical Financial has agreements with
         third party investors in each such entity. These entities beneficially
         own an aggregate of 589,314 shares of common stock and 890,151 shares
         of common stock issuable upon exercise of warrants that are exercisable
         within 60 days of April 25, 2001. These equity interests and agreements
         entitle Vertical Financial to varying percentages of the profits
         resulting from the sale of the shares of each of these entities. Under
         agreements with each of these entities, the trustee of each such entity
         has voting and dispositive power over the shares held by that entity,
         although Vertical Financial retains the right to appoint or terminate
         the appointment of the trustee. These shares are not included in the
         shares beneficially owned by Vertical Financial. As a result, Vertical
         Financial, Vertical Capital and their affiliates (collectively, the
         "Vertical Group"), beneficially own approximately 61% of our
         outstanding common stock. In addition, trusts established for members
         of the Agam family indirectly own 100% of Vertical Capital and Vertical
         Financial.


<PAGE>




(6)      Includes  190,000  shares of common stock issuable upon exercise of
         options that are  exercisable  within 60 days of April 25, 2001.
         Excludes shares of common stock beneficially owned by Gruppo Spigadoro
         and the Vertical Group.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PETRINI TRANSACTION

On December 29, 1999, under a Stock Purchase Agreement dated as of November 3,
1999 we acquired all of the outstanding shares of common stock of Petrini from
Gruppo Spigadoro. As a result of the transaction, we changed our name from IAT
Multimedia, Inc. to Spigadoro, Inc. In consideration for the Petrini shares, we
(i) issued an aggregate of 48,366,530 shares of our common stock, of which
12,241,400 shares were issued at Gruppo Spigadoro's request, to Carlo Petrini to
satisfy part of Gruppo Spigadoro's obligation to Mr. Petrini, and (ii) assumed
approximately $20 million of short-term indebtedness of Gruppo Spigadoro. In
assuming such debt, we issued:

            o a convertible promissory note to Gruppo Spigadoro in the principal
              amount of approximately $6.3 million, which note accrues interest
              at a rate of 5% per annum and was to mature upon the earlier of
              (i) the completion of a public offering by us in which we realize
              at least $20 million of net proceeds or (ii) December 31, 2000.
              The note is convertible at any time at our option into shares of
              our common stock at a conversion price equal to the greater of
              $2.50 or 85% of the average closing price of our common stock for
              the five trading days prior to the notice of conversion. We have
              repaid a portion of the note and, at December 31, 2000,
              approximately $5.1 million remained outstanding under such note
              (including accrued interest). Upon its original maturity date, the
              Gruppo Spigadoro note was converted into a demand note with
              substantially the same terms;


            o a  non-interest  bearing  promissory  note to Mr.  Petrini in the
              principal amount of $1.0 million, which note was repaid in March
              2000;

            o a non-interest  bearing  promissory note to Mr. Petrini in the
              principal amount of 12.05 billion Lire or approximately $5.9
              million, which note was repaid in April 2000; and

            o a non-interest  bearing  convertible  promissory note to
              Mr. Petrini in the principal amount of approximately $6.2 million,
              which note was paid in December 2000.

Under the terms of the transaction, we agreed that for so long as Gruppo
Spigadoro (or its current shareholders), their respective affiliates and Carlo
Petrini collectively hold at least:

            o 50% of the outstanding  shares of our common stock,  Gruppo
              Spigadoro or its assignees will have the right to nominate 50% of
              the members for election to our Board of Directors;

            o 25% of the outstanding  shares of our common stock,  Gruppo
              Spigadoro or its assignees will have the right to nominate 25% of
              the members for election to our Board of Directors;

            o 10% of the  outstanding  shares of our common  stock,  Gruppo
              Spigadoro or its assignees will have the right to nominate a
              single member for election to our Board of Directors.

Gruppo Spigadoro has not yet nominated any members of our Board of Directors.
However, the existence of such rights could increase the control over us by
Gruppo Spigadoro and its affiliates, including members of Vertical Group. Jacob
Agam, our Chairman of the Board and Chief Executive Officer, is also Chairman of
the Board of Gruppo Spigadoro and certain members of the Vertical Group. Members
of the Vertical Group have economic ownership of approximately 75% of the
outstanding common stock of Gruppo Spigadoro and have the power to vote
approximately 90% of the outstanding common stock of Gruppo Spigadoro and, as a
result, the Vertical Group has the ability to vote or direct the vote of
approximately 61% of our outstanding common stock as of April 25, 2001. In
addition, trusts established for members of the Agam family indirectly own 100%
of Vertical Capital and Vertical Financial.

ORIDA AGREEMENT

<PAGE>



We have entered into a consulting agreement with Orida Capital USA under which
Orida Capital has agreed to perform consulting and advisory services for us,
including identifying and analyzing acquisition and investment opportunities.
The agreement expires in June 2003 and provides for an annual fee of $300,000.
Mr. Agam is the founder and Chairman of Orida Capital Ltd., an affiliate of
Orida Capital USA, and Mr. Goldfarb, one of our directors, is President and
Managing Director of Orida Capital USA.

VERTICAL AGREEMENT

In April 2000, we entered into an agreement with Vertical Financial under which
we agreed to pay Vertical Financial $25,000 per month, plus expenses, through
December 2002, for the services of Mr. Agam as our Chairman of the Board and
Chief Executive Officer. See "--Employment Contracts and Termination of
Employment and Change-In-Control Agreements."

DE LUCA LOAN

In July 2000, we extended an interest-free loan of $100,000 to Lucio de Luca,
then our Chief Operating Officer and a Director. The loan was evidenced by a
promissory note, which provided that the principal amount was payable in July
2003 or earlier upon demand. Upon Mr. de Luca's resignation and the execution of
a separation agreement in April 2001, the note was cancelled. See "--Employment
Contracts and Termination of Employment and Change-In-Control Arrangements."



<PAGE>


                                   SIGNATURES

In accordance with 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.

                                                SPIGADORO, INC.

Dated:     April 27, 2001                       By: /s/ Riccardo Carelli
                                                ------------------------
                                                Riccardo Carelli
                                                Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                       TITLE                                                   DATE
<S>                                 <C>                                                       <C>

/s/ Jacob Agam
------------------------               Chairman of the Board of Directors                           April 27, 2001
Jacob Agam

/s/ Riccardo Carelli
------------------------               Chief Executive Officer and Director                         April 27, 2001
Riccardo Carelli                       (principal executive officer)

/s/ Riccardo di Lorenzo
------------------------               Chief Financial Officer (principal                           April 27, 2001
Riccardo di Lorenzo                    accounting and financial officer)

/s/ Marc S. Goldfarb
-------------------------              Director                                                     April 27, 2001
Marc S. Goldfarb

/s/ Klaus Grissemann
-------------------------              Director                                                     April 27, 2001
Klaus Grissemann

/s/ Carlo Petrini
-------------------------              Co-Chairman of the Board of Directors                        April 27, 2001
Carlo Petrini

/s/ Robert Weiss
-------------------------              Director                                                     April 27, 2001
Robert Weiss

/s/ Erich Weber
--------------------------             Director                                                     April 27, 2001
Erich Weber
</TABLE>