UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
Annual Report Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
For fiscal year ended June 30, 2001
I.A. EUROPE INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2327637
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State of Incorporation IRS Employer ID No.
14 Wall Street - 20th Floor
New York, New York 10005
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Address of Principal Executive Offices Zip Code
Registrant's Telephone Number (212) 618-1801
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Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-K. [X]
As of December 31, 2001, the following shares of the
Registrant's common stock were issued and outstanding:
16,940,056 shares of voting common stock
Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
OVERVIEW OF I.A. EUROPE
I.A. Europe, through June 30, 2001, was a development stage
company with limited operating history.
On October 15, 2001, I.A. Europe elected to change its fiscal
year from December 31 to June 30. Pursuant to the rules and
regulations of the Securities and Exchange Commission, the change
in fiscal year required the filing of a Form 10-K by I.A. Europe
for the period ending on June 30, 2001. The disclosure and
financial statements provided by I.A. Europe in this Form 10-K
relates to the period through June 30, 2001 and also discusses
significant events subsequent to this date which affect the
company's liquidity and operations.
I.A. Europe Inc., was organized in March 1999, under the name
"In Memoriam.Com, Inc.", as a Delaware Corporation, having the
stated purpose of engaging in any lawful act or activity for
which corporations may be organized.
In February 2001, the Company acquired all the outstanding shares
of common stock of I.A. Europe, Inc., a New York Company. Upon
completion of this acquisition, the Company adopted the business
plan of I.A. Europe, and changed its name to I.A. Europe Inc.,
to better reflect its intended business operations. Prior to
this acquisition, In Memoriam had limited operations and no
revenues. Since at the date of acquisition, In Memoriam was
inactive and the stockholders of I.A. Europe, Inc. (New York)
received the majority of the stock of the Company, for financial
accounting purposes this transaction was treated as a
recapitalization of I.A. Europe, Inc. (the New York entity) and
its operations prior to February 2001 are included in the
Company's financial statements as those of the predecessor
entity. I.A. Europe, Inc., was incorporated in August 2000 in
New York State.
On June 29, 2001, the Company acquired all the outstanding shares
of common stock of MAS Acquisition XXVII Corp., an Indiana
company, and a reporting company with the Securities and Exchange
Commission. As a result of this acquisition, MAS Acquisition
XXVII became a subsidiary of I.A. Europe. The Company, upon
effectiveness of the Agreement and Plan of Reorganization
executed with MAS Acquisition XXVII, became the successor issuer
to MAS Acquisition XXVII for reporting purposes under the
Securities Exchange Act of 1934, as amended, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the Securities
and Exchange Commission. The officers, directors and by-laws of
I.A. Europe continued without changes as the officers, directors
and by-laws of the successor issuer.
On November 30, 2001, the Company, acquired a sixty (60%) percent
interest in Klever & Co., srl, ("Klever") a company incorporated
under the laws of Italy, having its registered office at Via S.
Pio X, 50 S. Vendemiano, Treviso, Italy. Klever & Co., an
advertising and new media marketing company with operations in
Italy. Its advertising operations include marketing design and
advertising consulting, public relations, media planning and
organizing of events. Its new media operations include web
design, web hosting, web consulting and providing e-commerce
solutions. Klever's operates a web site located at
www.klever.it.
Also on November 30, 2001, the Company, acquired a sixty (60%)
percent interest in Holding Nafta srl, ("Nafta") a company
incorporated under the laws of Italy, having its registered
office at via Gramsei 4, Susegana, Italy. Holding Nafta retails
sailing sportswear, sailing boat gear and accessories such as
watches, eyewear and footwear and primarily operates and targets
consumers in Italy. Holding Nafta designs eyeglasses and
licenses the right for production and marketing to Croma srl.,
which sells these eyeglasses to approximately 500
stores. Holding Nafta receives royalties from Croma srl. Holding
Nafta manufactures, distributes and sells watches to
approximately 260 stores which market and sell these watches
to consumers throughout Italy. At the current time, Holding
Nafta is seeking to further develop and market its line of
sportswear which is currently sold in 2 stores in Italy, one in
Poltu Quatu, Sardinia and the other in Rome. Holding Nafta
operates several web sites located at www.nafta.it and related
sites.
As a result of the acquisitions by I.A. Europe of Klever & Co.,
and Holding Nafta, I.A. Europe was no longer considered a
development stage company.
In December 2001, I.A. Europe acquired real property in the
town of Escazu, province of San Jose, in Costa Rica. The
property is approximately 281 acres and currently is compounded
with three residential homes, one warehouse and one sugar cane
processing plant. The total purchase price of the property,
pursuant to a Purchase Contract executed between I.A. Europe and
the Seller, is Seven Hundred Thirty Thousand ($730,000.00) United
States Dollars.
Also in December 2001, I.A. Europe acquired two condominium
apartment units located in the Mediterranean resort town of
Poltu Quatu, on the island of Sardinia, in Italy. The units are
one bedroom and two bedroom duplex apartments which the company
anticipates renting on a seasonal basis. The total purchase
price of the two units is approximately Six Hundred Thirty
Thousand ($630,000.00) United States Dollars.
I.A. Europe Inc. is an integrated holding company maintaining
offices in New York, London and Costa Rica. Its subsidiaries
operate and provide services in the following areas: advertising,
media and marketing consulting services; marketing and
distributing sportswear apparel and related accessories; real
estate investment; internet and web consulting and services;
developing B2B and B2C hosting and commerce solutions.
The Company seeks to provide services such as web hosting, web
design, web marketing as well as e-commerce and business
solutions, paying particular attention to the rapidly growing
European internet market. The company is service oriented and
strives to assist businesses with developing a presence on the
internet through strategic marketing.
Additional advertising and marketing of business is available
through the company's quarterly magazine and web portal "Made in
2001" which the Company anticipates having a circulation of
30,000 copies and will be distributed to businesses throughout
Europe, the United States and Latin America. Both the magazine
and portal address new economy issues and news relating to the
European and U.S. markets.
The Company maintains its internet web site at www.iaeurope.com.
Its offices are located at 14 Wall Street, 20th Floor, New York,
New York, as well as 34 South Molton Street, London, England.
SUBSIDIARIES
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The Company has five (5) subsidiaries: Two of the Company's
subsidiaries, Klever & Co srl, and Holding Nafta srl, are both
foreign entities organized under the laws of Italy. The third,
I.A. Europe, Inc., is a New York corporation. The fourth and
fifth, Klever & Co., Inc., (USA) and Holding Nafta, Inc., (USA)
are both Delaware corporations. For accounting purposes, the
operations of each entity are consolidated and reported in the
financial statements of I.A. Europe.
KLEVER & CO srl.
I.A. Europe owns a sixty (60%) percent interest in Klever &
Co srl. Klever & Co is engaged in conducting advertising and new
media operations in Italy. Its advertising operations include
marketing design and advertising consulting, public relations,
media planning and organizing of events. Its new media
operations include web design, web hosting, web consulting and
providing e-commerce solutions. Klever operates a web site
located at www.klever.it.
Prior to becoming a subsidiary of I.A. Europe, Klever & Co.,
was a strategic partner of I.A. Europe, which has worked closely
with I.A. Europe in developing I.A. Europe's business and web
based consulting and advertising platforms. I.A. Europe's
management believes that the acquisition of Klever will form a
stronger bond and working relationship between the two companies
which shall allow both companies to further development in the
same areas and compliment each other's skills.
HOLDING NAFTA srl
I.A. Europe owns a sixty (60%) percent interest in Holding
Nafta srl. Holding Nafta retails sailing and ski sportswear and
accessories such as watches, eyewear and footwear and primarily
operates and targets consumers in Italy. Holding Nafta sells its
products through approximately 500 sales outlets which market and
sell eyewear to consumers throughout Italy and approximately
260 sales outlets which market and sell sport watches to
consumers throughout Italy as well. At the current time, Holding
Nafta is seeking to further develop and market its line of
sportswear which are currently sold in 2 stores in Italy.
Holding Nafta also maintains various web sites from which it
markets its brands of sportswear, eyewear and watches:
* www.nafta.it
* www.naftasportwear.it
* www.naftasunglasses.it
* www.naftawatch.it
* www.naftastore.it
Holding Nafta also has registered various trademark names in
Italy to utilize in marketing and distributing its brand of
items. Those names include:
* NAFTA ECOLOGICA
* NAFTA WATCH
* NAFTA DANDY
* RAFFINERIA NAFTA
* NAFTA SHOES
* NAFTA GLASSES
* NAFTA ICE
* NAFTA PARFUME
* NAFTA SPORTWEAR
* NAPHTHA WATCH
Prior to I.A. Europe acquiring a 60% interest in Holding
Nafta, the two companies had maintained a strategic partnership
whereunder I.A. Europe provided advice and consulting to Holding
Nafta related to the development of its web based design,
e-commerce platform and marketing and Holding Nafta provided
visibility to I.A. Europe by co-sponsoring various recreational
events in Italy.
I.A. EUROPE, INC. (NEW YORK)
I.A. Europe, Inc., (New York) is a wholly owned subsidiary
of the registrant I.A. Europe Inc. Its primary purpose is to
acquire and hold title to real estate properties identified by
I.A. Europe as suitable for acquisition, improvement and
development. The Company currently holds title to one (1)
property located in the town of Escazu, province of San Jose, in
Costa Rica. The property is approximately 281 acres and
currently is compounded with three residential homes, one
warehouse and one sugar cane processing plant and two condominium
apartment units located in the resort town of Poltu Quatu, on the
island of Sardinia, in Italy. The Company also holds title to
two apartment condominiums in the resort town of Poltu Quatu,
located on the island of Sardinia, in the Country of Italy. The
apartments are one and two bedroom apartments. The Company
expects to rent each apartment unit on a seasonal basis to
generate income for the company.
KLEVER & CO., INC. (USA)
Klever & Co., Inc., is a Delaware company which is wholly
owned by I.A. Europe Inc. It currently has no operations and no
assets.
HOLDING NAFTA, INC. (USA)
Holding Nafta, Inc., is a Delaware company which is wholly
owned by I.A. Europe Inc. It currently has no operations and no
assets.
CONSULTANTS
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I.A. Europe from time to time has engaged consultants to provide
services and work to the company for which the company has
compensated the consultants with either a compensatory payment or
with shares of the company's common stock. The company shall
continue to engage consultants where it finds it to be
appropriate however does not intend to continue to compensate
consultants with shares of its common stock as this will cause
dilution to the current shareholders.
COMPETITION
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I.A. Europe recognizes vast competition in both the internet
consultancy business and the marketing industry. The market for
internet consultancy and services is intensely competitive,
rapidly evolving and subject to very rapid technological change.
In addition, the areas of marketing and advertising are also
intensely competitive requiring constant new and innovative ideas
as well as a demanding effort to outperform competitors and
introduce new channels of communicating ideas to the public.
I.A. Europe recognizes that it must develop and introduce, in an
expeditious and cost-effective manner, new products, product
features, ideas and services that outperform offerings and
products by competitors.
The Company believes that competition in the internet consultancy
industry is based on the specific personal attention and services
provided to clients as well as the price and cost which such
services are provided. There is an over abundance of internet
consultants in the industry where profits and revenues have
substantially declined over the past year due to market
conditions. I.A. Europe seeks to overcome these difficulties by
focusing on European and Latin American clients who are just now
currently in need of internet consultancy services. I.A. Europe
is committed to providing personal and attentive services to
clients in order to separate itself from other competitors.
ADVERTISING AND MARKETING
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Each of I.A. Europe's segments has a separate and distinct
marketing strategy which is required to complement the industry
and segment under which the company and its subsidiaries operate.
The advertising and marketing strategy for each segment and
subsidiary are as follows:
i. Internet Consultancy and Services
(I.A. Europe Inc. and Klever & Co., srl)
I.A. Europe will market its internet consultancy services
outside the United States. The company believes that there is a
tremendous amount of providers, services and competition in the
United States which the company believes does not provide an
ample opportunity for investment, growth and development.
Rather, I.A. Europe seeks to market its services in Italy and
Costa Rica, as well as other European and Latin American
countries, where the market for internet consulting services is
not yet developed and where the company believes there is a
significant need for such services with a high potential for
growth. I.A. Europe will market its services with a commission
based professional sales force; telemarketing programs; internet
advertising; print and media advertising; participation in
selected trade fairs, shows and professional seminars.
ii. Retail Apparel and Merchandise (Holding Nafta srl)
Holding Nafta markets its branded retail apparel and
merchandise through its dedicated retail outlets. It believes
that it shall obtain additional sales and marketing benefits by
opening new stand alone stores in resort areas which are areas
where most of Holding Nafta's apparel and merchandise are worn
and used. Holding Nafta also takes part in European sporting
events, such as Formula 1 motor races and yachting races, by
providing a visible outlet at such events and taking part in the
sponsorship of such events. The company has also engaged high
profile individuals, such as Stefano and Alberto Rizzi, two
famous world class sailboat racers, to be spokespersons for
Holding Nafta's products. The company believes that their
athletic image and familiarity in the Italian market create a
positive marketing image for the company. Holding Nafta targets
high net worth individuals and sporting enthusiasts who are
fashion or style conscious and active athletically.
Item 2. DESCRIPTION OF PROPERTY
As of December 31, 2001, the Company's properties consisted of
the following:
i. Real property in the town of Escazu, province of San
Jose, in Costa Rica. The property is approximately 281
acres and currently is compounded with three
residential homes, one warehouse and one sugar cane
processing plant. The total purchase price of the
property, pursuant to a Purchase Contract executed
between I.A. Europe and the Seller, is Seven Hundred
Thirty Thousand ($730,000.00) United States Dollars,
plus closing costs.
ii. Two apartment condominiums in the resort town of Poltu
Quatu, located on the island of Sardinia, in the
Country of Italy. The apartments are one and two
bedroom apartments. The total purchase price of both
properties is Six Hundred Thirty Thousand ($630,000.00)
United States Dollars plus closing costs. The Company
expects to rent each apartment unit on a seasonal basis
to generate income for the company.
On a consolidated basis, the Company's fixed assets associated
with equipment and fixtures as of June 30, 2001 are as
follows:
Furniture and Equipment $39,403
Automobile 30,555
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69,958
Less Accumulated Depreciation 11,660
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Net Fixed Assets $58,298
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ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings outside of the ordinary course of
business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 22, 2001, the Company submitted to its shareholders for
approval an amendment of the company's certificate of
incorporation to increase the authorized share capital of the
corporation to 50,000,000 shares, $.001 par value. The matter
was unanimously approved by the shareholders.
Part II
Item 5. MARKET PRICE OF AND DIVIDENDS FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
There is no market for I.A. Europe's common stock at the current
time.
No dividends have been declared to date by the Company. The Board
of Directors may declare and pay dividends upon the outstanding
shares of the Company, from time to time and to such extent as
they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Company's Certificate of
Incorporation. Before payment of any dividend there may be set
aside out of any net profits of the Company such sum or sums as
the directors, from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve in
the manner in which it was created.
Shares owned by insiders, officers and directors totaling
- -------- are deemed "restricted securities" as that term is
defined under the Securities Act; and in the future these shares
may be sold under Rule 144, which provides in essence, that a
person holding restricted securities for a period of one year may
sell every three months an amount equal to the greater of (a) one
percent of the Company's issued and outstanding common stock or
(b) the average weekly trading volume of the common stock during
the four calendar weeks prior to such sale.
As of December 31, 2001, there were approximately 281
shareholders of the Company.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF
OPERATION
FORWARD-LOOKING STATEMENTS
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Except for the historical information contained herein, certain
matters discussed in this report may be considered
"forward-looking statements" within the meaning of The Securities
Act of 1933 and The Securities Exchange Act of 1934, as amended
by The Private Securities Litigation Reform Act of 1995. Those
statements include statements regarding the intent, belief or
current expectations of the Company and members of its management
as well as the assumptions on which such statements are based.
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties and that actual results may differ
materially from those contemplated by such forward-looking
statements. Important factors currently known to management that
could cause actual results to differ materially from those in
forward-looking statements include "if the Company cannot
integrate acquired companies in its business, its profitability
may be adversely effected", and "the Company may not be able to
compete successfully against other companies." These and
additional important factors to be considered are set forth in
the Safe Harbor compliance Statement for forward-looking
statements. The Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future
operating results.
The following discussion should be read in conjunction with the
information contained in the financial statements of the Company
and the notes thereto appearing elsewhere herein.
On October 15, 2001, I.A. Europe elected to change its fiscal
year from December 31 to June 30. This Form 10-K is filed at
this time pursuant to the company's obligations as a reporting
entity with the Securities and Exchange Commission. The
discussion and analysis of I.A. Europe's Results of Operations
relate to the period through June 30, 2001 and also discusses
significant events subsequent to this date which affect the
company's liquidity and operations.
For accounting purposes, the financial records of I.A. Europe,
Inc., the New York entity, appear as the financial statements of
the company prior to the transaction between the company and I.A.
Europe, the New York entity, in February 2001.
OVERVIEW OF I.A. EUROPE
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As of June 30, 2001, I.A. Europe was a development stage company
which has limited operating history.
I.A. Europe, Inc., was organized in March 1999, under the name
"In Memoriam.Com, Inc.", as a Delaware Corporation, having the
stated purpose of engaging in any lawful act or activity for
which corporations may be organized.
The Company in February 2001 acquired all the outstanding shares
of common stock of I.A. Europe, Inc., a New York Company. Upon
completion of this acquisition, the Company adopted the business
plan of I.A. Europe, and changed its name to I.A. Europe Inc.,
to better reflect its intended business operations. Prior to
this acquisition, In Memoriam had limited operations and no
revenues. Prior to this acquisition, the company had limited
operations and no revenues. Since at the date of acquisition,
the company was inactive and the stockholders of I.A. Europe,
Inc. (New York) received the majority of the stock of the
Company, for financial accounting purposes this transaction was
treated as a recapitalization of I.A. Europe, Inc. (the New York
entity) and its operations prior to February 2001 are included in
the Company's financial statements as those of the predecessor
entity. I.A. Europe, Inc., was incorporated in August 2000 in
New York State.
Subsequently on June 29, 2001, the Company acquired all the
outstanding shares of common stock of MAS Acquisition XXVII
Corp., an Indiana company, and a reporting company with the
Securities and Exchange Commission. As a result of this
acquisition, MAS Acquisition XXVII became a subsidiary of I.A.
Europe. The Company, upon effectiveness of the Agreement and
Plan of Reorganization executed with MAS Acquisition XXVII,
became the successor issuer to MAS Acquisition XXVII for
reporting purposes under the Securities Exchange Act of 1934, as
amended, pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission. The
officers, directors and by-laws of I.A. Europe continued without
changes as the officers, directors and by-laws of the successor
issuer.
Through December 31, 2001, I.A. Europe was successful in raising
$1,184,000 pursuant to private equity placements of its common
stock conducted pursuant to Rule 506 of Regulation D of the
Securities Act of 1933. The funds were used to undertake
acquisitions, to fund I.A. Europe's operations and to purchase
real estate.
RESULTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2001:
- ------------------------------------------------------
Since the Company commenced operations in the fourth quarter of
2000, there were no results of operations to report for the year
ended June 30, 2000.
As indicated in Note A in the consolidated financial
statements, through June 30, 2001, the Company was a development
stage company and as such has generated no revenues from planned
business activities. Its operations to this date have consisted
of raising capital through private placements and implementing
its marketing plans in the United States and Europe. On November
30, 2001 on the acquisition of stock interests in Klever & Co srl
and Holding Nafta srl, the Company became an operating company.
The costs incurred for the year ended June 30, 2001 consist
primarily of consulting fees for promotion of the Company,
developing strategic alliances, foreign travel and office and
occupancy expenses. The Company also incurred an extraordinary
loss equal to the unamortized balance of deferred finance costs
in connection with the conversion of its outstanding debentures
into common stock in June 2001.
Loss per common share was computed based on the weighted average
outstanding shares during the periods. Average shares
outstanding for the entire period include all of the common stock
issued in connection with the In Memoriam recapitalization as
well as the 2.5-for-1 stock split in February 2001 (see Note A of
notes to consolidated financial statements).
LIQUIDITY AND CAPITAL RESOURCES
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To date, the Company has raised capital through private
placements of convertible debentures and common shares. The
debentures were converted to common shares in June 2001.
The Company intends to raise additional capital from public or
private placements to investors of common stock and/or
convertible debentures. However, there can be no assurances that
the Company will be able to obtain capital from these sources or
whether the funds required by the Company to conduct its
operations will otherwise be obtainable.
Through December 31, 2001, the company has received subscriptions
and payments for $430,100 pursuant to a private placement
offering of up to 500,000 shares at $1.00 per share which
commenced in July 2001, and $754,000 pursuant to a private
placement offering of up to 10,000,000 shares at $.40 per share
which commenced in November 2001, respectively. In January 2002,
the Company received subscriptions and payments for an additional
$1,000,000 in connection with the private placement offering at
$.40 per share.
During the year ended June 30, 2001, the Company used cash of
$497,983 in its operating activities, primarily for marketing and
consulting fees in promotion of the Company and establishing
strategic alliances.
Cash flow used for investing activities was $209,548 consisting
of loans to strategic partners and purchases of fixed assets, net
of repayment of advance to an officer.
Cash flow provided from financing activities of $721,197 was
primarily from the net proceeds of convertible debentures issued.
The $114,656 advances to officers/stockholders at June 30, 2001
are expected to be utilized for operating expenses of the Company
subsequent to June 30, 2001. Additionally, the loans receivable
to strategic partners of $139,590 at June 30, 2001 were expected
to be repaid either in cash or applied against future operating
expenses provided to the Company by the strategic partners and
paid for by such partners. However, in November 2001, the loans
receivable from strategic partners was used for the acquisition
of the 60% interests in Klever & Co Srl and Holding Nafta Srl.
The sum of these advances, together with cash in bank of $13,666
at June 30, 2001 provides the Company with $267,912 of liquidity
to fund its operations in the following period. Without
obtaining additional capital and/or financing, these funds may
not be sufficient for the Company to advance beyond the
development stage and to ultimately produce profitable
operations.
RISK FACTORS
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There are inherent risk factors associated with investment in
I.A. Europe and management wishes to alert investors to these
risks.
Limited Operating History
I.A. Europe has a limited operating history upon which an
evaluation of its business and prospects can be based. There can
be no assurance of sustained profitability or that, I.A. Europe
will realize revenue growth or be profitable on a quarterly or
annual basis. In addition, I.A. Europe plans to increase its
operating expenses to expand its sales and marketing operations
and increase its administration resources. A relatively high
percentage of I.A. Europe's expenses will be typically fixed in
the short term as I.A. Europe's expense levels are based, in
part, on its expectations of future revenue. To the extent that
such expenses precede or are not subsequently followed by
increased revenue, I.A. Europe's business, financial condition,
operating results and cash flows would be materially adversely
affected. I.A. Europe believes that period-to-period comparisons
of financial results are not necessarily meaningful at this
development stage and should not be relied upon as an indication
of future performance.
Competition
The market for internet consultancy and services is intensely
competitive, rapidly evolving and subject to very rapid
technological change. In addition, the areas of marketing and
advertising are also intensely competitive requiring constant new
and innovative ideas as well as a demanding effort to outperform
competitors and introduce new channels of communicating ideas to
the public. I.A. Europe must develop and introduce, in an
expeditious and cost-effective manner, new products, product
features, ideas and services that outperform offerings and
products by competitors.
Additionally, the competition for retail apparel and merchandise
is intense. There is no guarantee or assurance that the products
of Holding Nafta will remain in demand by consumers as the tastes
and preferences for fashion minded persons shift from season to
season. Holding Nafta must constantly remain innovative and in
tune with the market place to market and distribute retail
apparel and merchandise which remains in style and taste for the
consumer.
Loss of Key Personnel / Subsidiaries
I.A. Europe has a small team of personnel who manage and operate
its business. I.A. Europe's success and operating results are
substantially dependent on the continued service and performance
of its management and sales personnel. I.A. Europe intends to
hire a significant number of additional technical and sales
personnel in the next year. Competition for such personnel is
intense, and there can be no assurance that I.A. Europe will be
able to attract or retain highly-qualified technical and
managerial personnel in the future. The loss of the services of
any of I.A. Europe's management or other key employees or the
inability to attract and retain the necessary technical, sales
and managerial personnel could have a material adverse effect
upon I.A. Europe's business, financial condition, operating
results and cash flows. The ability to succeed is wholly
dependent on the contributions and efforts of its personnel.
Additionally, I.A. Europe's subsidiaries are operated by
directors and management which are not overseen or managed on a
daily basis by I.A. Europe. As a result, I.A. Europe relies on
the management decisions and skills of those individuals in
successfully operating these subsidiaries. The results of these
subsidiaries will directly affect the financial statements of
I.A. Europe.
Change in Technology
Because of the rapid technological change in the internet and
technology fields, I.A. Europe's success will depend upon its
ability to address the increasingly sophisticated needs of its
customers by designing, developing, testing, marketing and
selling enhancements to its products and services on a timely
basis that keeps pace with technological developments, and
customer requirements.
Foreign Currency Exchange Fluctuation
Because I.A. Europe's reporting currency is the United States
dollar, its operations outside the United States face additional
risks, including fluctuating currency values and exchange rates,
hard currency shortages and controls on currency exchange. I.A.
Europe has operations outside the United States and is hedged, to
some extent, from foreign exchange risks because of its ability
to purchase, develop and sell in the local currency of those
jurisdictions. There can be no assurance, however, that the
attempted matching of foreign currency receipts with
disbursements or hedging activities will adequately moderate the
risk of currency or exchange rate fluctuations which could have a
material adverse effect on I.A. Europe's business, financial
condition, operating results and cash flows. In addition, to the
extent I.A. Europe has operations outside the United States, I.A.
Europe is subject to the impact of foreign currency fluctuations
and exchange rate charges on I.A. Europe's reporting in its
financial statements of the results from such operations outside
the United States.
Inflation
At this development stage, inflation has not had a material
effect on the operations of I.A. Europe which are still in the
development stage. Nonetheless, once I.A. Europe's operations
are developed, inflation may affect its ability to generate
profit as increased costs may be associated with development of
its products and services.
Ability to Raise Capital
I.A. Europe's ability to further develop its business and
operations is dependent on its ability to raise capital. The
company will seek to raise capital through equity funding and
private placement of securities as well as securing lines of
credit with credit institutions. There is no guarantee that I.A.
Europe will be able to raise capital to further develop its
business and operations. Additionally, the company may encounter
significant costs or unfavorable terms in its efforts to raise
capital. Investors are further alerted that any efforts to raise
capital through a private placement of equity securities will
result in dilution to shareholders of the company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
STOCKHOLDERS I.A. EUROPE INC.
We have audited the accompanying consolidated balance sheet of
I.A. EUROPE INC. AND SUBSIDIARIES (A Development Stage Company)
as at June 30, 2001 and the related consolidated statements of
operations, stockholders' equity and cash flows for the period
from inception on October 20, 2000 to June 30, 2001 and the
statements of operations and cash flows for the six months ended
June 30, 2001. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of I.A. Europe Inc. and Subsidiaries as at
June 30, 2001 and their consolidated results of operations and
cash flows for the periods referred to above, in conformity with
accounting principles generally accepted in the United States of
America.
CORNICK GARBER & SANDLER, LLP
New York, New York
September 25, 2001
<page>
I.A. EUROPE INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 2001
<table>
ASSETS
<s> <c>
Current assets:
Cash $ 13,666
Loans receivable from strategic partners 139,590
Accrued interest receivable 3,033
Advances to officer/stockholder for future
business expenses (Note C) 114,656
------------
Total Current Assets 270,945
Depreciable assets (at cost, less accumulated
depreciation (Note B) 58,298
Security deposits 7,947
------------
TOTAL $ 337,190
============
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 20,509
STOCKHOLDERS' EQUITY
(NOTES A, D AND E)
Common Stock - authorized 50,000,000 shares
par value $.001 per share, issued and
outstanding 16,509,956 shares $ 16,510
Additional paid in capital 1,231,540
Accumulated deficit, during development
stage (931,369) 316,681
----------- --------
TOTAL $337,190
=========
The attached notes to financial statements are made a part
hereof.
<page>
I. A. EUROPE INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION ON OCTOBER 20, 2000 TO JUNE 30, 2001
(NOTES A AND E)
Accumulated
Deficit Total
COMMON STOCK ISSUED Additional During Dev. Shareholders'
SHARES AMOUNT Paid In Cap Stage Equity
--------------------------------------------------------------
Initial Issuance
of shares to
stockholders of
I.A. Europe, Inc.,
(New York) 200 $ - $ - $ - $ -
Shares issued upon
acquisition by
In Memoriam:
Existing
Stockholders 3,999,800 4,000 (4,000) - -
In Memoriam
Stockholders 1,373,790 1,374 13,656 (15,030)
Adjustment for
2.5 for 1 stock
split 8,060,608 8,060 (8,060) - -
Conversion of
debentures to
common stock 2,171,000 2,171 869,026 871,197
Issuance of common
stock for interest
on convertible
debentures 72,558 73 28,950 29,023
Issuance of common
stock for acquisition
of MAS XXVII Corp. 20,000 20 7,980 8,000
Issuance of common
stock for services 812,000 812 323,988 324,800
Net(loss) (916,339) (916,339)
--------------------------------------------------------------
Balance -
June 30, 2001 16,509,956 $16,510 $1,231,540 $(931,369) $316,681
==============================================================
</table>
The attached notes to financial statements are made a part
hereof.
<page>
I. A. EUROPE INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
<Table>
From Inception Six Months
October 20, 2000 to Ended
June 30, 2001 June 30, 2001
--------------------------------------
Revenue $ 0 $ 0
Operating expenses:
Organization and marketing expenses 633,325 622,609
General and administrative expenses 56,825 55,258
Recapitalization expenses 38,538 38,538
Depreciation 11,660 11,660
----------- ----------
Total operating expenses 740,348 728,065
----------- ----------
Operating (loss) (740,348) (728,065)
----------- ----------
Other income(expense):
Interest income 3,033 3,033
Interest and amortization of debt issue costs (45,095) (45,095)
----------- ----------
Total other income(expense) (42,062) (42,062)
----------- ----------
(Loss)before extraordinary item (782,410) (770,127)
Extraordinary item (Note D):
Loss on extinguishment of debt (133,929) (133,929)
----------- ----------
Net(loss) $(916,339) $(904,056)
Net(loss) per share (Note A):
Loss before extraordinary item $(0.06) $(0.06)
Extraordinary item (0.01) (0.01)
----------- ----------
Net(loss) $(0.07) $(0.07)
=========== ==========
Weighted average number of common shares
used to compute net loss per share 13,483,286 13,483,286
=========== ==========
The attached notes to financial statements are made a part
hereof.
I. A. EUROPE INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOW
From Inception Six Months
October 20, 2000 to Ended
June 30, 2001 June 30, 2001
--------------------------------------
Cash flow from operating activities:
Net (loss) $(916,339) $(904,056)
Adjustments to reconcile net (loss) to cash
used in operating activities:
Depreciation 11,660 11,660
Amortization of deferred financing costs 16,071 16,071
Loss on extinguishment of debt 133,929 133,929
Noncash portion of recapitalization expenses 8,000 8,000
Capital stock issued for interest on
convertible debentures 29,023 29,023
Capital stock issued for services 324,800 324,800
Changes in assets and liabilities:
Increase in current assets (117,689) (37,789)
Increase in other assets (7,947) (7,947)
Increase in current liabilities 20,509 20,509
---------- ----------
Net cash used for operating activities (497,983) (405,800)
Cash flow from investing activities:
Loans to strategic partners (139,590) (139,590)
Purchase of fixed assets (69,958) (62,141)
---------- ----------
Net cash used for investing activities (209,548) (201,731)
Cash flows from financing activities:
Proceeds of convertible debentures, net of
$150,000 related issue costs 721,197 721,197
Repayment of advance from stockholder (100,000)
---------- ----------
Net cash provided by financing activities 721,197 621,197
---------- ----------
Net increase in cash - cash at June 30, 2001 $ 13,666 $ 13,666
========== ==========
Supplemental disclosure of cash paid for interest $ 1,764 $ 1,764
========== ==========
</table>
The attached notes to financial statements are made a part
hereof.
<page>
I. A. EUROPE INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2001
NOTE A - Organization, Basis of Presentation and Summary of
Significant Accounting Policies
Organization and Basis of Presentation
I. A. Europe, Inc. (the Company) was incorporated in August 2000
in New York State and is intended to operate primarily as a web
based enterprise offering B2B and B2C internet solutions such as
web hosting, web design, web marketing, as well as e-commerce and
business solutions, with particular attention to the European
market. It commenced operations in October 2000 and through June
30, 2001 has been in the development stage, having generated no
revenues from planned operations through this date.
In February 2001, through an exchange of stock, the Company
became a wholly-owned subsidiary of In Memoriam. Com, Inc. (In
Memoriam), a Delaware corporation which subsequently changed its
name to I. A. Europe Inc. In Memoriam was inactive, with no
recent operating history, and had no operating assets as of the
date of the exchange. Since In Memoriam was inactive and the
shareholders of the Company received the substantial majority of
the shares in the exchange, this transaction has been treated as
recapitalization of the Company. Both the shares issued upon
incorporation of the Company and in connection with the In
Memoriam transaction have been adjusted to give effect to a 2.5-
for-1 stock split which occurred as of the date of the exchange
and are treated as being outstanding for the entire period for
purposes of computing net loss per share.
On June 29, 2001, the Company acquired all the outstanding shares
of common stock of MAS Acquisition XXVII Corp., an Indiana
Company, and a reporting company with the Securities and Exchange
Commission for $25,000 and 20,000 shares of common stock. As a
result of this acquisition, MAS Acquisition XXVII became a
subsidiary of I. A. Europe. The Company, upon effectiveness of
the Agreement and Plan of Reorganization executed with MAS
Acquisition XXVII, became the successor issuer to MAS Acquisition
XXVII for reporting purposes under the Securities Exchange Act of
1934, as amended, pursuant to Rule 12g-3(a) of the General Rules
and Regulations of the Securities and Exchange Commission. The
officers, directors and by-laws of I. A. Europe continued without
change as the officers, directors and by-laws of the successor
issuer. Since MAS Acquisition XXVII was also an inactive
corporation, without any operating history or assets, this
transaction was also treated as a recapitalization of the Company
and the Company, as the successor issuer, is presenting its
operations and capital structure as the basic financial
statements of the entity.
Through June 30, 2001, the Company was in the development stage
as it had not generated any revenue from its planned activities.
Its activities to this date have consisted of raising capital and
the implementation of its marketing plans, both in the United
States and in Europe with the assistance of two strategic
corporate partners in Italy. However, effective November 30,
2001 the Company acquired a majority ownership interest in these
strategic partners and thus became an operating company (see Note
G).
Summary of Significant Accounting Policies
Principles of Consolidation
The attached financial statements include the accounts of I. A.
Europe Inc. (Delaware) and its subsidiaries, all of which are
wholly-owned at June 30, 2001. Intercompany accounts and
transactions have been eliminated upon consolidation.
Advertising and Marketing Costs
Advertising and marketing costs are charged to operations as
incurred.
Depreciation
The cost of furniture and equipment is depreciated over their
estimated useful lives of 3-5 years on the straight-line method.
Income Taxes
Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods. Deferred taxes
are classified as current or noncurrent, depending on the
classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as
current or noncurrent depending on the periods in which the
temporary differences are expected to reverse. The deferred tax
asset related to the Company's cumulative net losses of $916,339
has been fully reserved.
The Company has changed its reporting year end from December 31st
to June 30th. The attached financial statements present the
results of operations and cash flows of the Company for the six
month transitional period resulting from the change in year end.
Loss Per Share
The Company has calculated net loss per share by dividing net
loss by the weighted average number of common shares outstanding
for each period, adjusted for stock splits. However, for
purposes of computing net loss per share, all of the shares
issued in connection with the In Memoriam transaction have been
considered as outstanding for the entire period. There were no
common stock equivalents outstanding as of June 30, 2001.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE B - Depreciable Assets
Depreciable assets at June 30, 2001 are comprised of:
Cost:
Furniture and equipment $ 39,403
Automobile 30,555
----------
Total 69,958
Less accumulated depreciation (11,660)
----------
Net $ 58,298
==========
NOTE C - Advances To/From Stockholders
The advances to the officer/stockholder at June 30, 2001 are
noninterest bearing and are expected to be utilized for the
operating expenses of the Company in Europe subsequent to June
30, 2001.
NOTE D - Convertible Debentures
On May 4, 2001, the Company issued, in a private placement to
foreign investors, $871,000 of 9.75% debentures due August 15,
2003. After giving effect to the 2.5-for-1 stock split, the
debentures were convertible at $.40 a share into the common stock
of the Company for a thirty day period following the Company
listing for trading on NASDAQ. However, by mutual agreement,
such debentures were converted as of June 28, 2001 into 2,171,000
shares of common stock and the Company agreed to issue an
additional 72,558 shares of common stock in lieu of $29,023
accrued interest on the debentures. The $150,000 of debt issue
costs in connection with the debentures was being amortized to
operations over the scheduled term of the notes. The $133,929
unamortized balance of such costs was charged to operations as an
extraordinary item upon the conversion of the debentures.
NOTE E - Common Stock Issued for Services
On June 30, 2001, the Company issued 812,000 shares of common
stock to executive employees and certain vendors as compensation
for services rendered during the period from October 20, 2001 to
June 30, 2001. Such shares were valued at $.40 each, equal to
the net cash proceeds per share received in connection with the
convertible debentures.
NOTE F - Commitment
The Company's premises are leased on a month-to-month basis at a
current monthly rental of $4,300. The attached financial
statements include rent expense of approximately $20,000 for the
period from inception on October 20, 2000 to June 30, 2001 and
for the six months ended June 30, 2001.
NOTE G - Subsequent Events (Unaudited)
In July 2001, the Company commenced a private placement of up to
500,000 shares of common stock at $1.00 a share. Through
November 2001, the Company has received subscriptions and
payments for 430,100 shares. Use of amounts received by the
Company and issuance of the shares are subject to the closing of
the transaction, pursuant to the terms of the private placement
offering memorandum. The transaction was closed in November
2001.
In November 2001, the Company commenced another private placement
of up to 10,000,000 shares of common stock at $.40 per share.
Through December 31, 2001, the Company has received subscriptions
and payments for approximately 1,886,000 shares.
Effective November 30, 2001, the Company acquired 60% ownership
interests in Holding Nafta SRL and Klever & Co. SRL, the
Company's strategic partners in Italy for an aggregate cash
consideration of $100,000 and the issuance of 1,300,000 shares of
common stock, valued at $.40 a share. Holding Nafta SRL is in
the business of retail sales of sailing sportswear and
accessories such as eyewear, watches and footwear, while Klever &
Co. SRL is in the business of advertising and new media,
including web design, web development and web hosting. Since
both Italian companies are operating companies, the Company will
no longer be considered a development stage enterprise as of the
date of acquisition.
In December 2001, the Company acquired real property in the town
of Escazu, province of San Jose, in Costa Rica for $730,000 plus
closing costs. The property is approximately 281 acres and
currently is compounded with three residential homes, one
warehouse and one sugar cane processing plant.
Also in December 2001, the Company acquired two condominium
apartment units located in the Mediterranean resort town of Poltu
Quatu, on the island of Sardinia, in Italy for $630,000 plus
closing costs. The units are one bedroom and two bedroom duplex
apartments that the Company anticipates renting on a seasonal
basis.
<Page>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
On August 1, 2001, the company elected not to continue retain
Stark Tinter & Associates, LLC (the accountants for MAS
ACQUISITION XVII CORP.) and retained Cornick Garber & Sandler,
LLP located at 630 Third Avenue, New York, New York. The
financial statements of MAS ACQUISITION XXVII CORP. reported on
by Stark Tinter were not subject to an adverse or qualified
opinion, or a disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principles during the past
two fiscal years, and the interim period through August 1, 2001.
The decision to change accountants was approved by the
Registrant's Board of Directors. There were no disagreements
related to accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during the
past two fiscal years and the interim period through August 1,
2001. I.A. Europe did not consult with Cornick Garber & Sandler,
LLP its new independent accountants, regarding any matter prior
to its engagement.
The Company on August 8, 2001 filed a Form 8-K reflecting this
change. The Form 8-K is incorporated by reference herein and
investors are directed to that filing for disclosure purposes.
Investors are further advised that the principal accountant's
report on the financial statements for either of the past two
years did not contain an adverse opinion or disclaimer of
opinion, or was modified as to uncertainty, audit scope, or
accounting principles. Additionally, the decision to change
accountants was approved by the board of directors of the
company.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
Position(s) Held and
Name Age Duration of Service Family Relation
- ----------------- --- ------------------- -------------
Victor Minca 63 Chief Executive
Officer and Chairman None
Attilio Granzotto 43 President None
Neil Marcus 59 Secretary None
Mario Garcia 40 Director None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respect to the
election of directors. Set forth below is certain biographical
information regarding the Company's executive officers and
directors:
VICTOR MINCA, Chairman and Chief Executive Officer, is the
founder of the company. He previously worked twenty years as a
Fashion & Advertising Photogropher for some of the top
international magazines and advertising agencies in Australia,
Asia, Africa, North and South America. He also spent ten years
as a general manager responsible for sales and marketing for a
major United States land developer. He is also the founder and
editor of "Made in 2001" an international magazine written in
English, Italian and Spanish.
ATTILLIO GRANZOTTO, President, is an analyst with background in
market research and telemarketing. He has extensive experience
in directing and managing a sales force. For fifteen years he
was a financial adviser with FININVEST "Programma Italia" and
with ING Sviluppo. Currently, he is also a majority partner of
Diaport International, a firm involved in communication and
marketing with offices in Italy, Germany and France.
NEIL MARCUS, Secretary, is a certified public accountant with an
extensive work background as a Chief Financial Officer for
entities dating back to 1973. Until September 1999, he was
a Chief Financial Officer for Unitel Video, Inc., a video
teleproduction industry listed on the American Stock Exchange.
From May 1973 to July 1997, he was the Chief Financial Officer of
Kavanau Real Estate Trust and Sanford Nalitt & Associated
Companies, a real estate developer. Prior to 1973, he was with
the accounting firm of Grant Thorton. He is a member of the
American Institute of Certified Public Accountants and the New
York State Society of Certified Public Accountants.
MARIO GARCIA, Director, is an attorney admitted to practice law
in the state of Florida. He is a graduate of the Columbia
University School of Law and is also Chairman of the Central
Florida Hispanic Chamber of Commerce. He has also previously
worked for the staff of the Governor of Florida.
To the best knowledge of management, during the past five years,
no present or former director or executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity;
(ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of
federal or state securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 11. EXECUTIVE COMPENSATION
The following table summarizes the total compensation awarded or
paid by the Company to its president, for the fiscal year ended
June 30, 2001. No executive officer of the Company had
a total annual salary and bonus in excess of $100,000 for fiscal
2001.
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has no plans at the present to compensate
its directors.
COMPENSATION TABLE: None
CASH COMPENSATION:
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended June 30,
2001, with the exception of Victor Minca, Chairman and Executive
Officer, and Attilio Granzotto, President, who received cash
compensation in the sum of $16,000 and $48,000, respectively.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of December 31, 2001, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
The Company also provides beneficial ownership information
with respect to each of its executive officers.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ----------------- -------------------- --------
Sebastiano Ben 113,791 (Direct) .67%
Via Maggio 32
32021 Agordo (BL) ITALY
Attilio Granzotto 100,000 (Direct) .59%
Via Liberazione 22
32020 Conegliano ITALY
VRPB Family Trust 9,900,000 (Direct) 58.44%
315 East 68th Street
New York, New York 10021
Star Trek Ltd. 1,000,000 (Direct) 5.90%
Charlotte House
Sherley Street
Nassau Bahamas
All Directors and Named
Executive Officers as
group 10,113,791 59.70%
Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934,
regarding the determination of beneficial owners of securities,
includes as beneficial owners of securities, among others, any
person who directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or
shares voting power and/or investment power with respect to such
securities; and, any person who has the right to acquire
beneficial ownership of such security within sixty days through a
means, including, but not limited to, the exercise of any
option, warrant, right or conversion of a security. Any
securities not outstanding that are subject to such options,
warrants, rights or conversion privileges shall be deemed to be
outstanding for the purpose of computing the percentage of
outstanding securities of the class owned by such person, but
shall not be deemed to be outstanding for the purpose of
computing the percentage of the class by any other person.
The Company has been advised that each of the persons listed
above has sole voting, investment, and dispositive power over the
share indicated above. Percent of Class (third column above) is
based on 16,940,056 shares of common stock outstanding as of the
date of this filing.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
Item 14. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
21 Subsidiaries of the Company
(C) REPORTS ON FORM 8-K
i. Form 8-K filed on June 29, 2001 regarding change in
control of registrant;
ii. Form 8-K filed on August 8, 2001 regarding registrant's
change of independent accountants;
iii. Form 8-K/A filed on September 14, 2001 regarding change
in control of registrant and including financial
statements;
iv. Form 8-K filed on October 31, 2001 regarding registrant's
change of fiscal year;
v. Form 8-K filed on December 14, 2001 regarding
registrant's acquisition of Klever & Co., srl and Holding
Nafta srl;
vi. Form 8-K filed on December 27, 2001 regarding
registrant's acquisition of real property in the town of
Escazu, province of San Jose, in Costa Rica.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
I.A. EUROPE INC.
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(Registrant)
Date: January 14, 2002
By: /s/ Victor Minca
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Chairman of the Board