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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 17, 2000
(Date of earliest event reported)
QUALTON, INC.
(Formerly known as International Realty Group, Inc.)
(Exact Name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-20180 62-1277260
(Commission File Number) (IRS Employer Identification No.)
Av. Constituyentes 647 Mexico, D.F. 11810
(Address of principal executive offices) (Zip code)
011-52-5277-9211
(Registrant's telephone number, including area code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 17, 2000, Qualton, Inc., a Delaware corporation formerly
known as International Realty Group, Inc. (the "Company"), acquired from Qualton
Group Corporation, a Marshall Islands corporation, 100% of the issued and
outstanding shares of capital stock of Qualton Hotels & Resorts Corporation, a
Marshall Islands corporation and wholly-owned subsidiary of Qualton Group
Corporation. Pursuant to the acquisition, the Company issued to Qualton Group
Corporation One Hundred Sixty-Three Million Five Hundred Forty Thousand
(163,540,000) shares of the Company's Common Stock, $0.001 par value per share.
Additional information regarding the acquisition may be found in the
Company's Form 8-Ks that the Company filed with the Securities and Exchange
Commission on September 8, 2000 and October 18, 2000, each of which is
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company hereby amends the Form 8-K that the Company filed with the
Securities and Exchange Commission on October 18, 2000 to include the financial
statements required by Item 7(a) of Form 8-K and to address the requirement of
pro forma financial information required by Item 7(b) of Form 8-K:
(a) Financial Statements of Business Acquired.
Audited financial statements of Qualton Hotels & Resorts Corporation
for the years ended December 31, 1999 and 1998 are attached hereto as
Exhibit 99.1.
Unaudited interim financial statements of Qualton Hotels & Resorts
Corporation for the nine months ended September 31, 2000 and 1999 are attached
hereto as Exhibit 99.2.
(b) Pro Forma Financial Information.
The pro forma financial information required by this section has not
been included because the transaction has been accounted for as a
recapitalization of Qualton Hotels & Resorts Corporation and not as a business
combination.
(c) Exhibits
The following exhibits are filed herewith or incorporated by reference
as part of this report:
Exhibit No. Document Description
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2.1* Stock Purchase Agreement, dated as of
September 1, 2000, by and among: (i)
International Realty Group, Inc.
(currently Qualton, Inc.), a Delaware
corporation; (ii) Qualton Group
Corporation, a Marshall Islands
corporation; (iii) Qualton Hotels &
Resorts Corporation, a Marshall Islands
corporation; and (iv) each of the
subsidiaries of Qualton Hotels & Resorts
Corporation.
27.1 Financial Data Schedule for the fiscal
year ended December 31, 1999.
27.2 Financial Data Schedule for the fiscal
year ended December 31, 2000.
99.1 Audited financial statements of Qualton
Hotels & Resorts Corporation for the
years ended December 31, 1999 and 1998.
99.2 Unaudited interim financial statements of
Qualton Hotels & Resorts Corporation for
the nine months ended September 31, 2000
and 1999.
* Filed as an exhibit to the Company's Form 8-K that was filed with the
Securities and Exchange Commission on September 8, 2000, which report is
incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
QUALTON, INC.
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Date: December 20, 2000 By: /s/ Jaime Serra
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Jaime Serra, Chief Financial Officer
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