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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
International Realty Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
(Title of Class of Securities)
460238108
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(CUSIP Number)
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Bernardo Dominguez Cereceres
Chairman
Qualton Group Corporation
Cerro DE Maika, No. 355
Lomas De Chapultepec
Mexico City, Mexico, D.F. C.P. 11000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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October 17, 2000
(Date of Event Which Requires Filing of This Statement)
If the Filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1
(g), check the following box / /.
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SCHEDULE 13D
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CUSIP No. 460238108 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Qualton Group Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Marshall Islands
7 SOLE VOTING POWER
NUMBER OF 163,540,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 163,540,000
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,450,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56%
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share
("Common Stock") of International Realty Group, Inc., a Delaware corporation
("Issuer"). The principal executive offices of Issuer are located at Av.
Constituyentes 647, Mexico City, Mexico, D.F. 11180.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Qualton Group Corporation, a Marshall
Islands corporation (the "Reporting Person");
(b) The business address of the Reporting Person is Cerro DE Maika No.
35, Lomas de Chapultepec, Mexico, D.F. C.P. 11000;
(c) The principal business of the Reporting Person is real estate
development;
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); and
(e) During the last five years the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is not subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 17, 2000, the Reporting Person acquired One Hundred
Sixty-Three Million Five Hundred Forty Thousand (163,540,000) shares of Common
Stock, in exchange for 100% of the issued and outstanding shares of capital
stock of Qualton Hotels & Resorts Corporation, a Marshall Islands corporation
and wholly-owned subsidiary of the Reporting Person. Qualton Hotels & Resorts
Corporation, through its subsidiary Hotelera Qualton, S.A. de C.V., operates
hotel properties in the cities of Ixtapa, Acapulco and Puerto Vallarta.
ITEM 4. PURPOSES OF TRANSACTION.
The purpose of the acquisition of Issuer's Common Stock by the
Reporting Person is to consolidate the management and operations of the real
estate development business and properties of Issuer and the Reporting Person.
Except as described above, the Reporting Person does not have any plan
or proposal that relates to or would result in:
(a) the acquisition by any person of additional securities of Issuer,
or the disposition of securities of Issuer;
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(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of Issuer or any
of its subsidiaries;
(d) any change in the present Board of Directors or management of
Issuer;
(e) any material change in the present capitalization or dividend
policy of Issuer;
(f) any other material change in Issuer's business or corporate
structure;
(g) changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of Issuer
by any person;
(h) causing a class of securities of Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated in (a)-(i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 163,540,000 shares or 56%;
(b) 163,540,000 shares or 56%;
(c) Not applicable.
(d) DSC Corporation, a corporation organized under the laws of the
Marshall Islands, is the controlling shareholder of the Reporting Person. In
addition, Bernardo Dominguez Cereceres is the Chairman of DSC Corporation and
Issuer. Mr. Dominguez Cereceres also has a controlling interest in DSC
Corporation.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF ISSUER.
See Item 5(d).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 18, 2000
/s/ Bernardo Dominguez Cereceres
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Bernardo Dominguez Cereceres, Chairman,
Qualton Group Corporation
