SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): September 1,
1998
IRT INDUSTRIES, INC
(Exact name of registrant as specified in the charter)
State or other jurisdiction of incorporation: Florida
Commission File Number: 0-015347
IRS Employer Identification No.: 59-2720096
289-C Commercial Blvd, Suite 208, Lauderdale by the Sea, FL 33308
Registrant's telephone number, including area code: 954-351-0270
102 NE 2nd Street, Suite 262, Boca Raton, FL 33432
(Former name or former address if changed since last report)
Item 5. Other Events
At the beginning of September of 1998, the President of the
Company resigned. In November 1998, the Company confirmed the
resignations of the then directors, Mr. Ross John and Mr. Ronnie
D'Gallo, who then appointed as the new Board to serve as sole
Director, Mr. Arnold Wroble. Mr. Wroble also became the new
President, Secretary, and Treasurer. Mr. Wroble, acting as
President, subsequently following the month of November, 1998,
formulated a plan to control expenses, pursue new opportunities,
and take other action. The Company changed its address and
telephone number to 289-C Commercial Boulevard, Suite 208,
Lauderdale by the Sea, FL 33308, phone 954-351-0270. The Company
determined it was in the best interest of the Company to sell its
casino operations and all related assets as quickly as possible.,
upon the best sale terms the President of the Company could
negotiate. In this regard, Management took into consideration
that the casino operations had significant cash flow demands each
month for payroll, taxes, rent, and other expenses, the
difficulty to operate overseas without U.S. supervisory
personnel, and other factors. The President acted quickly in
traveling to Costa Rica numerous times to access the casino
situation and performance, consult with advisors, and meet and
negotiate with possible purchasers. It is believed an agreement
has now been reached which provides for the sale of the casino
and related assets for $80,000 U.S. total, most of which will be
applied to operational expenses. Management is in the process of
bringing the Company into a new direction away from casino and
gaming interests. This new direction focuses upon the Internet,
which each day grows and becomes more popular to business and
consumers. In this regard, Management is focusing on a hand full
of possible acquisitions and is reviewing opportunities and
undertaking negotiations with respect to possible acquisitions.
While no letter of intent or agreement has been signed, and no
guarantees exist, Management is hopeful to consummate at least
one acquisition within the next few months, with a letter of
intent within 30 days or less. In response to the assertion of
various claims by the SEC against the Company for past activities
unrelated to the new Management or direction of the Company, in
November, 1998, the President thought it wise, upon advice of
counsel, to have the Company enter into a settlement of the
matter by the Company agreeing not to undertake any future
violations. The Company was advised by legal counsel, in December
1998, that a law suit, previously reported, pertaining to an
alleged guarantee made by the Company, was dismissed, in favor of
the Company, by the Court. Although the plaintiff who brought the
law suit may refile at some point, the Court determined to
dismiss the case in favor of the Company. Management is
continuously focusing upon restructuring the operations of the
Company, to reduce expenses and taking steps to make the Company
more attractive to future investors.
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.
IRT Industries, Inc.
By:/s/ Arnold Wroble
Its President
(principal executive officer)
Date: 02/25/99
