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


                                   FORM 10-QSB Amended
                                January 15, 1998


                      For the quarter ended: SEPTEMBER 30, 1997

                         Commission file number: 0-26322


                                    IAC, Inc.


                              a Nevada corporation
                              IRS Number 88-0303769


                  714 "C" Street, San Rafael, California 94901

                                                      (800) 554-1250






Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes _X__ No __





                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
4,272,578 shares.

Transitional Small Business Disclosure Format (Check one):    Yes ___     No _X_





/S/   Jeff Ferries, President

January 15, 1998