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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: APRIL 22, 1997
COMMISSION FILE NO. 33-17966-LA
XANTHIC ENTERPRISES, INC.
A Colorado Corporation EIN: 94-3030021
8833 Sunset Blvd., Suite 200
West Hollywood, CA 90069
Telephone: 310-289-4947
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The Company has issued a letter of intent dated April 22, 1997 to Mr.
Elliott Sassoon, of Sao Paulo, Sao Paulo, Brazil, the sole shareholder of
Norwest, S.A., a Brazilian corporation, relating to the acquisition of all
the issued and outstanding shares of Norwest. The letter of intent is not
binding and is subject to the execution of an agreement relating to the
acquisition of all such shares. If and when a binding agreement is executed
there would be a change of control of the Registrant and Mr. Sassoon would
become the controlling shareholder of the Company. At this time a change of
control has not occurred. The letter of intent is discussed more fully under
Item 5.
ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS.
The Company has issued a letter of intent dated April 22, 1997 to Mr.
Elliott Sassoon, of Sao Paulo, Sao Paulo, Brazil relating to the acquisition
of all the issued and outstanding shares of Norwest, S.A., a Brazilian
corporation. The letter of intent is not binding and is subject to the
execution of an agreement relating to the acquisition of all such shares. If
such an agreement were executed the Company would be acquiring a Brazilian
corporation with substantial assets. At this time no acquisition or
disposition of assets has occurred. The letter of intent is discussed more
fully under Item 5.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
The Company has issued a letter of intent dated April 22, 1997 to Mr.
Elliott Sassoon, of Sao Paulo, Sao Paulo, Brazil relating to the acquisition
of all the issued and outstanding shares of Norwest, S.A., a Brazilian
corporation. The letter of intent is not binding and is subject to the
execution of an agreement relating to the acquisition of all such shares.
The Company has been advised that Norwest is the owner of approximately
45,000
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acres of land in the Amazonia area of Brazil. The land contains tropical
hardwoods. The land and timber were appraised by a state appointed Brazilian
appraiser in September of 1996 at $ 120,000,000.00. Norwest owns the property
free and clear. Norwest owns equipment that will enable it to engage in
harvesting and marketing timber from the Amazonia area of Brazil including
the land owned by Norwest.
The letter of intent contemplates a binding agreement will be executed by
the parties in the near future. The agreement would provide for the
acquisition of all the issued and outstanding shares of Norwest in exchange
for the issuance of 20,000,000 shares of common stock and 10,000,000 shares
of preferred stock. The preferred stock would carry no voting or dividend
rights. It would be convertible into common stock on the basis of two shares
of common for one share of preferred at any time after the Company has had 12
consecutive quarters of profitable operations as shown by the books and
records of the Company and its audited financial statements based on
generally accepted methods of accounting consistently applied. The issuance
of this stock would result in a change of control of the Company and Mr.
Sassoon would become the majority shareholder of the Company.
The Company has been advised that Norwest is in the process of obtaining
audited financial statements using the firm of Price Waterhouse in Sao Paulo,
Sao Paulo, Brazil. It is contemplated that said financial statements will
confirm the ownership of the assets as described in the letter of intent.
Consummation of a final agreement by the Company will require approval of
the Norwest financial statements by the Company.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable. If the transaction contemplated by the letter of intent
takes place some or all of the Directors may resign at the time it is
consummated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) There are no financial statements available at this time of Norwest,
S.A. If and when an agreement is entered into with the shareholder of
Norwest, S.A. further financial information will become available.
(b) There are no financial statements available at this time of Norwest,
S.A. If and when an agreement is entered into with the shareholder of
Norwest, S.A. pro-forma financial information will be made available.
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(c) Exhibits.
1. Letter of Intent dated April 22, 1997.
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, this registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
XANTHIC ENTERPRISES, INC.
Dated: 4/23/97
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By: /s/ Mark A. Lilly
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Mark A. Lilly, President, Director and Chief Financial Officer
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XANTHIC ENTERPRISES, INC.
8833 SUNSET BLVD.
SUITE 200
WEST HOLLYWOOD, CA 90069
APRIL 22, 1997
Mr. Elliott Sassoon, President
Norwest, S.A.
Rua Modesto Tavares de Lima - 108, 05507-010
Sao Paulo, Sao Paulo
Brazil
(Via Fax to 0115511- 211-3703)
Re: Letter of Intent--Acquisition of Shares of Norwest, S.A., a Brazilian Corp.
Dear Mr. Sassoon,
The purpose of this letter is to express the intent of Xanthic
Enterprises, Inc., a Colorado Corporation, to enter into a transaction with
you as the sole shareholder of Norwest, S.A., a Brazilian corporation, on the
general basis set forth herein. This letter of intent IS NOT a binding
agreement and is not to be construed as such. Any further agreement on the
part of Xanthic relating to this transaction will be the subject to a formal
agreement to be executed in the near future. Any obligations of Xanthic will
be the subject of such further agreement, if and when it is executed.
We have agreed as follows:
1. Norwest, S.A. is a duly organized and qualified corporation in
Brazil and is authorized to conduct business anywhere in Brazil.
2. Norwest is the owner of approximately 45,000 acres of land in the
Amazonia area of Brazil. Said land contains tropical hardwoods. Said land and
timber were appraised by a state appointed Brazilian appraiser in September
of 1996 at $ 120,000,000.00. There are no liens or encumbrances on said
property. Norwest owns equipment that will enable it to engage in harvesting
and marketing timber from the Amazonia area of Brazil.
3. Norwest has all necessary licenses and permits to allow tropical
timber to be cut and exported to the international market. Norwest knows of
no legal obstacle to carrying out the business of harvesting and exporting
tropical hardwoods.
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4. The sole shareholder of Norwest is willing to exchange all of the
issued and outstanding shares of Norwest for 20,000,000 restricted common
shares of Xanthic and 10,000,000 shares of preferred stock with the
characteristics set forth herein. The Preferred shares will not be able to
vote and will not share in dividends. In a liquidation they will share
equally with the common shares. The holders of the preferred shares may
convert their shares into common on the basis of two shares of common for
each one share of preferred. The holders of the preferred shares will have
the right to convert the shares to common at any time after the Company has
experienced 12 consecutive quarters of profitable operations as shown on the
books and records of the Company and the audited financial statements thereof
based on generally accepted methods of accounting consistently applied. The
shareholder of Norwest understands that by reason of this exchange he will
become the controlling shareholder of Xanthic.
5. You have been advised that Xanthic is a corporation in good standing
in Colorado and authorized to do business in the United States. You have been
advised that Xanthic is a fully reporting company and has filed all reports
that are due under the U.S. Securities Exchange Act of 1934.
6. You acknowledge that you have received copies of the Form 10-K filed
with the SEC for the calendar year ended December 31, 1996 including the
audited financial statements that accompany said report. Prior to a binding
agreement being signed and closed the management of Xanthic will arrange for
a reverse split of the common shares of Xanthic on the basis of two shares of
existing shares for one share of common.
7. Xanthic acknowledges being advised that Norwest is in the process of
obtaining audited financial statements using the firm of Price Waterhouse in
Sao Paulo, Brazil. Xanthic is advised said financial statements will confirm
the ownership of the assets as described in this letter. You understand that
proceeding with the transaction will require as a condition the approval of
the Norwest financial statements by the Board of Directors of Xanthic.
8. Xanthic acknowledges being advised by the sole shareholder of
Norwest that the completed Norwest audit by Price Waterhouse, Sao Paulo,
Brazil will be available for inspection within thirty days of the date of
this letter of intent.
If this letter correctly sets forth the representations and
understandings of the sole shareholder of Norwest, SA please sign the letter
and return to us by mail and fax.
For the Board of Directors
Xanthic Enterprises, Inc.
By /s/ Mark A. Lilly
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Mark A. Lilly, President
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Agreed:
/s/ Elliott Sassoon April 22, 1997
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Elliott Sassoon, sole shareholder, Norwest, S.A. Dated
