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): March 25, 2002
Iron Mask Mining Co.
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(Exact name of registrant as specified in its charter)
Idaho 000-30065 Unavailable
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
656 Cedar Street, Ponderay, Idaho 83852
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
ITEM 1. Changes in Control of Registrant.
None.
ITEM 2. Acquisition or Disposition of Assets.
On March 1, 2002, the Company entered into merger agreements with Intrepid
Engineering Services, Inc., an Idaho corporation ("Intrepid") and Western
Technology and Management, Inc., an Idaho corporation ("Western"). The Articles
of Merger were filed March 25, 2002 with the Secretary of State of Idaho.
Intrepid and Western shall be surviving corporations, wholly-owned subsidiaries
of Iron Mask.
As consideration for the Intrepid merger, all outstanding shares of
Intrepid stock, and other rights to acquire Intrepid stock, will be exchanged
for 3,993,575 shares of Iron Mask common stock. This will result in the Intrepid
shareholders having 5.058% of the outstanding shares of Iron Mask.
As consideration for the Western merger, all outstanding shares of Western
stock, and other rights to acquire Western stock, will be exchanged for
21,006,425 shares of Iron Mask
common stock. This will result in the Western shareholders having 26.603% of the
outstanding shares of Iron Mask.
The shares will be issued from the authorized but unissued shares of Iron
Mask. Further details of the mergers are detailed in the merger agreements
attached as exhibits.
ITEM 3. Bankruptcy or Receivership.
None.
ITEM 4. Changes in Registrant's Certifying Accountant.
None.
ITEM 5. Other Events.
None.
ITEM 6. Resignations of Registrant's Director's
None.
ITEM 7. Financial Statements and Exhibits.
Exhibit 1 - Intrepid Merger Agreement
Exhibit 2 - Western Merger Agreement
Exhibit 3 - Dissenter's Rights
ITEM 8. Change in Fiscal Year.
None.
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 MASK MINING CO.
/s/ Dennis D. Kaiser
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President/CEO
Date: April 8, 2002