8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                  CURENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



            Date of Report (Date of earliest reported) March 4, 2003
                                                       -------------

                             I.A. Europe Group, Inc.
                             -----------------------
             (Exact name of registrant as specified in its chapter)

          Delaware                  000-31705                91-2007477
          --------                  ---------                ----------
(State or other jurisdiction       (Commission             (IRS Employer
      of incorporation             File Number)          Identification No.)



            901 Ponce de Leon Boulevard, Suite 303
            Coral Gables, Florida                            33134
            ---------------------------------------          -----
            (Address of principal executive offices)       (Zip Code)


       Registrant's telephone number, including area code: (305) 476-1807
                                                           --------------








ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

On March 4, 2003, the Registrant purchased all of the issued and outstanding
shares of capital stock of Internet De Centroamerica S.A., I.A. Europe Group
Costa Rica, S.A. I.A. Europe Group Villa, S.A., and El Sueno Tropical Mountain
Resort, S.A., ( collectively, the "Designated Subsidiaries") from I.A. Europe,
Inc., a Delaware corporation (the "Seller"). The consideration for the purchase
was the issuance to the Seller of shares of $1,800,000 Series B Preferred Stock
of the Registrant and was arrived at by estimating the potential net realizable
value of the assets upon any future sale.

The Series B Preferred Stock has liquidation preferences in the event of the
sale of all or substantially all of the assets of, or the dissolution, winding
up, or liquidation of, the Registrant or the Designated Subsidiaries, provides
the holder with the right to receive up to $50,000 from any of the net proceeds
from the sale of each of Internet De Centroamerica S.A. and El Sueno Tropical
Mountain Resourt, S.A., and up to $850,000 from any of the net proceeds from
each of I.A. Europe Group Costa Rica, S.A. and I.A. Europe Villa, S.A.

Victor Minca, is the President and Chief Executive Officer of, and serves on the
Board of Directors of the Registrant and the Seller. The transaction was
approved by the Board of Directors of the Registrant and the Executive Committee
of the Seller.

The assets owned by the Designated Subsidiaries constitute physical property.
The assets of Internet De Centroamerica S.A. consist of computer equipment used
in providing Internet and website services. The assets of I.A. Europe Group
Costa Rica, S.A. consist of approximately 170 hectacres in San Juan de Barbacoas
de Puriscal, San Jose, Costa Rica used as a farm and held for investment
purposes. The assets of I.A. Europe Group Villa, S.A. consist of a house or
villa in Villas Malibu, Guachipelin de Escazu, San Jose Costa Rica used as a
residence. The assets of El Sueno Tropical Mountain Resort, S.A. consist of
preliminary development plans for a hotel. It is the present intent of the
Registrant to continue to use the assets in the same manner as they were used by
the Seller. There is no present intent or plans concerning any sale of the
assets.

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

The transaction reported in Item 2 occurred because the Seller has no capital or
ability to obtain any financing in order to support its operations. The Seller
acquired control of the Registrant in July 2002. The Seller intended at that
time to merge into the Registrant.

As a result of internal difficulties between Mr. Victor Minca, President and
Chief Executive Officer of each of the Seller and the Registrant and Mr. Attilio
Granzotto, formerly the President and currently a member of the Board of
Directors of the Seller, working capital for daily operations, which was
supplied by the Seller's Italian operations, was suddenly cut off last August.
In addition to exacerbating the Seller's financial problems, this dispute



between Mr. Minca and Mr. Granzotto has resulted in the Seller's inability to
obtain the financial statements for the year ended June 30, 2002. Although the
Seller has copies of the internal financial statements of the Italian
subsidiaries, there is no way to provide auditors with an appropriate
representation letter concerning the accuracy of the information contained in
the internal financial statements.

On March 4, 2003, the Registrant and the Seller mutually agreed to terminate
their plans to merge the Seller into the Registrant.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial statements of the businesses acquired will be provided on or
     before 75 days from the date of consummation of the transaction.

(b)  Pro forma financial information will be provided on or before 75 days from
     the date of consummation of the transaction.

(c)  Exhibits:

     2.1  Agreement between I.A. Europe Group, Inc. and I.A. Europe, Inc. dated
          March 4, 2003.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  I.A. Europe Group, Inc.



                                                  By: /s/ Victor Minca
                                                      ------------------------
                                                       Victor Minca
Date:  March 14, 2003                                  Chief Executive Officer

EX-2.1

                                I.A. EUROPE, INC.
                           901 Ponce de Leon Boulevard
                           Coral Gables, Florida 33134
                                 (305) 476-1807


March 4,  2003

I.A. Europe Group, Inc.
901 Ponce de Leon Boulevard, Suite 303
Coral Gables, Florida 33134


Gentlemen:

I.A. Europe, Inc., a Delaware corporation, and I.A. Europe, Inc., a New York
corporation, agree to sell all of its shares of capital stock of the following
companies, to the extent that either corporation owns all or some of the shares:

            Internet De Centroamerica S.A.,
            I.A. Europe Group Costa Rica, S.A.,
            I.A. Europe Group Villa, S.A., and
            El Sueno Tropical Mountain Resort, S.A

(individually or collectively, the "Subsidiaries") to I.A. Europe Group, Inc.,
in exchange for 100 shares of Series B Preferred Stock to be issued by I.A.
Europe Group, Inc. to I.A. Europe, Inc., a New York corporation, which will
contain liquidation preferences in the event of the sale of all or substantially
all of the assets of, or the winding up, liquidation, or dissolution of, I.A.
Europe Group, Inc. or any or all of the Subsidiaries, as the case may be.

The Series B Preferred Stock shall have the terms and conditions, including the
liquidation preferences stated in the attached proposed Second Certificate of
Designation of I.A. Europe Group, Inc.

Upon your execution of this Agreement, I.A. Europe Group, Inc. will file the
First Certificate of Designation with the Secretary of State of Delaware, I.A.
Europe, Inc. of Delaware and New York, as applicable, will then transfer all of
its shares of capital stock of the Subsidiaries to I.A. Europe Group, Inc. in
exchange for the issuance of 100 shares of Series B Preferred Stock of I.A.
Europe Group, Inc.

I.A. Europe, Inc. represents and warrants that at the time of the transfer of
its shares in the Subsidiaries the shares transferred shall be equal to 100% of
the issued and outstanding shares of capital stock of the Subsidiaries and shall


be free and clear of all liens and encumbrances, whatsoever. Likewise, I.A.
Europe Group, Inc. represents that at the time of issuance of the 100 shares of
Series B Preferred Stock to I.A. Europe, Inc., said shares shall be free and
clear of all liens and encumbrances, whatsoever. If you agree to the terms of
this agreement, please indicate your assent by signing below.


                                             Sincerely,

                                             /s/ Victor Minca
                                             ----------------
                                             Victor Minca
                                             President


AGREED TO AND ACCEPTED BY:

/s/ Victor Minca
- -----------------------------
Victor Minca, President of I.A. Europe Group, Inc., a Delaware corporation
under specific authority granted by I.A. Europe
Group, Inc.'s Board of Directors to enter
into this agreement

/s/ Victor Minca
- -----------------------------
Victor Minca
President of I.A. Europe Group, Inc., a New York corporation
under specific authority granted by I.A. Europe
Group, Inc.'s Board of Directors to enter
into this agreement