U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 20, 1998
IRON HOLDINGS CORP.
-------------------
(Exact name of registrant as specified in its charter)
NEVADA
------
(State or other jurisdiction of incorporation)
0-24590 84-1251553
------- ----------
(Commission File No.) (IRS Employer
Identification No.)
88-90 103rd Ave.
Ozone Park, N.Y. 11417
-------------------------------------- --------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(718) 323-4537
<PAGE>
Item 2. Acquisition and Disposition of Assets.
As previously reported on Form 8-K in December 1997, Iron
Holdings Corp. (the "Company") entered into a letter of intent with
CRT Corporation ("CRT"), a privately held Nevada corporation,
whereby the Company has agreed in principle to acquire all of the
issued and outstanding shares of CRT, in exchange for issuance by
the Company of previously unissued "restricted" common stock.
Simultaneous therewith, the Company intends to sell its existing
subsidiary companies to a third party.
CRT is engaged in the business of (i) manufacturing Mexican
food products to school districts, food services and major retail
outlets throughout the US; (ii) manufacturing and distribution of
frozen yogurt products in Southern California to major dairy
distributors and school districts; and (iii) manufacturing and
distribution of frozen pizzas and related food items to convenience
stores, school districts and food services throughout the
southwestern US. In addition, in September 1997, the Company
acquired certain oil and gas leases in Concho County, Texas. These
businesses are operated through wholly owned subsidiary companies
of CRT. As of CRT's fiscal year ended September 30, 1997, CRT had
total assets of $12,320,830 and shareholders' equity of $7,992,266
(audited).
The relevant terms of the proposed CRT transaction require the
Company to issue to the CRT shareholders an aggregate of 8,748,000
"restricted" common shares, representing 80% of the Company's then
outstanding common stock, in exchange for all of the issued and
outstanding shares of CRT.
The proposed share exchange is subject to satisfaction of
certain conditions, including completion of due diligence
activities, the approval of the transaction by the Company's and
CRT's shareholders and confirmation of the financial condition of
CRT by presentation of CRT audited financial statements. The
proposed transaction is expected to close immediately after these
conditions have been satisfied. When the proposed transaction with
CRT is consummated, the present officers and directors of the
Company are expected to resign their respective positions with the
Company, to be replaced by the present management of CRT, or their
designees. A copy of the letter of intent between the Company and
CRT was previously filed with the Company's Form 8-K dated December
29, 1997 and is incorporated herein as if set forth.
2
<PAGE>
SIGNATURES
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.
IRON HOLDINGS CORP.
By: s/Anthony Gurino
---------------------------
Anthony Gurino,
President
Dated: March 20, 1998
3
