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: (Date of earliest event reported): September 2, 1998




                               IWI Holding Limited
               --------------------------------------------------
             (Exact name of Registrant as specified in its charter)

 
                                     0-25108
                              --------------------
                            (Commission file number)

               B.V.I.                                            None
 --------------------------------------------              ----------------
(State or other jurisdiction of incorporation)             (I.R.S. Employer
                                                          Identification Number)


               1010 Executive Court, Suite 300, Westmont, IL 60559
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (630) 887-8288
               --------------------------------------------------
              (Registrant's telephone number, including area code)









ITEM 1. CHANGES IN CONTROL OF REGISTRANT

     In June 1998,  Chan Mau Hing, a New York a resident  loaned certain sums to
Rhine  Investment  Holding  Company  Limited  ("Rhine")  pursuant  to a  60  day
promissory note. The collateral for this loan was 918,750 shares of common stock
of the Registrant  and 3,644,880  shares of preferred  stock of the  Registrant.
Each share of common  stock has one vote per share while each share of preferred
stock has  one-half  vote per  share.  Upon  default  of the loan by Rhine,  the
collateral  was  foreclosed  and sold to Bamberg  Company Ltd., a British Virgin
Islands  corporation.  As a result of this  purchase,  Bamberg  Company Ltd. now
controls approximately 62.6% of the voting power of the Registrant.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

     On September 2, 1998 an Official  Receiver was appointed as the Provisional
Liquidator for the ultimate
parent of the Registrant, Rhine Holdings Limited.

     On September 3, 1998, Kennic Lai Hang Lui and Lauren Wu Lau, both of Kennic
L.H. Lui & Company,  5th Floor,  Ho Lee  Commercial  Building,  38-44  D'Aguilar
Street,  Central,  Hong Kong,  were  appointed  Joint and Several  Agents of the
Official Receiver and the Provisional Liquidator of the Company.

     On  September  11,  1998,  Kennic Lai Hang Lui and  Lauren Wu Lau,  both of
Kennic  L.H.  Lui &  Company,  5th  Floor,  Ho Lee  Commercial  Building,  38-44
D'Aguilar Street,  Central,  Hong Kong, were appointed Joint and Several Special
Managers of the Company under an order of the Court issued on the same day.

ITEM 7. FINANCIAL STATEMENTS & EXHIBITS

     (c)  Exhibits

          1.   Report of the Joint and Several  Managers at the First Meeting of
               Creditors and Contributors.



                                   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.


                                            IWI HOLDING LIMITED




Date: October 19, 1998                      By:/s/ Joseph K. Lau
                                               ---------------------------------
                                               Joseph K. Lau, President