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: February 6, 1998
Commission File No. 33-17966-LA
INTERNATIONAL WOOD CORPORATION
(formerly XANTHIC ENTERPRISES, INC.)
A Colorado Corporation EIN: 94-3030021
8833 Sunset Blvd., Suite 200
West Hollywood, CA 90069
Telephone: 310-289-4947
Item 1. Changes in Control of Registrant.
On January 29, 1998 there was a special meeting of the shareholders of
the Company at which the shareholders approved a change of control of the
Company pursuant to an agreement with the shareholders of Norwest S.A.
The Company has issued 20,000,000 common shares of stock of the
Company after a 1 for 2.5 reverse split to the shareholders of Norwest
S.A. Mr. Elliott Sassoon of Sao Paulo, Brazil is now the controlling
shareholder of the Company.
At the special meeting of shareholders a new Board of Directors was
elected consisting of Elliott Sassoon, Alipio Motta and Mark A. Lilly.
Item 2. Acquisition or Disposition of Assets.
The Company has issued 20,000,000 common shares in exchange for
all of the stock of Norwest, S.A., a Brazilian corporation that will be
operated as a wholly owned subsidiary. The shareholders of Norwest
have provided the Company with an audited balance sheet as of
October 31, 1997 which shows total assets of R$ 121,803,670.00. According to
the Federal Reserve Bank of New York one Brazilian Real (R$) was equal to
$.8984 on December 15, 1997. On this basis the value of the Norwest assets
would be about $109,428,418.
The majority of the assets consist of land and timber in the Amazon
basin of Brazil. The timber consists of various varieties of tropical
hardwoods. Mr. Sassoon has indicated that he plans to harvest and market
the timber on the property on a world wide basis as well as market other
timber of the same nature that may become available. Mr Sassoon has
indicated that he will be seeking financing for working capital purposes
once the reverse acquisition is complete.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
At the special meeting of shareholders on January 29, 1998 the
shareholders approved an amendment of the articles of incorporation to
change the name of the corporation from Xanthic Enterprises, Inc.
to International Wood Corporation. The new directors of the Company
elected the following officers of the Company:
Name Position
Elliott Sassoon President, Chief Financial Officer
Alipio Motta Vice-President
Mark A. Lilly Secretary
Item 6. Resignation of Registrant's Directors
At the special meeting of shareholders the Board of Directors resigned
with the exception of Mark A. Lilly. The shareholders elected a new Board of
Directors consisting of Elliott Sassoon, Alipio Motta and Mark A. Lilly.
Item 7. Financial Statements and Exhibits
(a) Audited Balance Sheet of Norwest, S.A. as of October 31, 1997
and consent of Pannell Kerr Forster.
(b) Proforma Balance Sheet of the Company (unaudited) as of January
31, 1998.
(c) Exhibits.
None.
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.
INTERNATIONAL WOOD CORPORATION
Dated: February 6, 1998
By: /s/ Elliott Sassoon
Elliott Sassoon, President,
Director and Chief Financial Officer
FINANCIAL INFORMATION
NORWEST S.A.
(A DEVELOPMENT STAGE COMPANY)
REPORT OF INDEPENDENT ACCOUNTANT'S
BALANCE SHEET AS OF OCTOBER 31, 1997
REPORT OF INDEPENDENT ACCOUNTANTS
To the
Board of Directors and Stockholders of
Norwest S.A.
1 - We have audited the balance sheet of NORWEST S.A. (a Brazilian
development stage Company) as of October 31, 1997. This balance sheet is
responsibility of the management of NORWEST S.A. Our responsibility is to
express an opinion on this financial statement based on our audits.
2 - Considering the mentioned in paragraph 3, we conducted our audits in
accordance with generally accepted auditing standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the balance sheet is free of material misstatement. Our audit
includes examining, on test basis, evidence supporting the accounting
principles used and significant estimates made by Management, as well as
evaluating the overall presentation.
3 - As described in note 1, all fixed assets were incorporated based on
independent experts appraisal report.
4 - In our opinion and based on the opinion of the independent appraisal
as mentioned before, the aforementioned balance sheet present fairly, in all
material respects, the financial position of NORWEST S.A. as of October 31,
1997, in conformity with Brazilian generally accepted accounting principles.
5 - As mentioned in note 2 the Company is being organized and the start
of the activities depends on legal and fiscal authorizations to be
formalized. All expenses that were incurred with the constitution and
maintenance of fixed assets were responsibility of the Company's Stockholders.
For this reason the Company decided not to present a complete financial
statement.
Sao Paulo, December 12, 1997.
/s/ Luis Alberto Nava Salazar
Pannell Kerr Forster
NORWEST S.A.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Real = R$)
ASSETS
CURRENT ASSETS October 31, 1997
Cash 1,950
FIXED ASSETS
Land 18,000,000
Forest 102,652,720
Tractors and vehicles 820,000
Machines and
industrial equipments 254,000
Maritime equipment 75,000
-----------
121,801,720
Total assets 121,803,670
===========
LIABILITIES AND
STOCKHOLDER'S EQUITY
CURRENT LIABILITIES 0
STOCKHOLDERS' EQUITY
Common stock R$ 1.00 par
value, 121,803,670 shares
authorized, issued and
outstanding 121,803,670
-----------
Total Liabilities and
Stockholders' Equity 121,803,670
===========
NORWEST S.A.
(A DEVELOPMENT STAGE COMPANY)
EXPLANATORY NOTES TO BALANCE SHEET
AS OF OCTOBER 31, 1997
(Real =R$)
1. DESCRIPTION
The Company was constituted on December 10, 1996 in Belem (PA) Brazil
with the basic purpose to develope activities directed to forest exploration,
including industrialization, trade representation, import and export of
lumber and agricultural products.
On Extraordinary Stockholders' and Special Meeting of Stockholders' of
Preferred Stocks realized on October 10, 1997, it was approved: a)
transference of the company's headquarter to Sao Paulo (SP); b) enlargement
of social objective on commercial activities and services; c) conversion of
preferred stocks to ordinary stocks; d) increase capital with stock issued
and subscriptions of 121,802,670 ordinary stocks with nominal value of
R$ 1.00 each, paid-in assets value of R$ 1,149,000 and properties value of
R$ 120,652,720 according to independent appraisal report appointed by the
stockholders' meeting and local currency of R$ 950.
The appraisal criterion adopted were based on market value conservation
and comparison with other similars.
All documentation related to the formation of the company and its fixed
assets are in conformity with the Brazilian law.
2. OPERATIONS
The Company is being organized with implementation of several legal and
fiscal procedures in order to start its activities. Up to this date there are
no assets or liabilities operations in the name of the Company that must be
recorded in the balance sheet. Constitution expenses as well as maintenance
of fixed assets were responsibility of stockholders. For this reason it was
decided not to elaborate income statement, changes in stockholders' equity
and changes in financial position for the period ended on October 31, 1997.
3. CAPITAL
The paid in capital is represented by 121,803,670 ordinaries stocks,
with nominal value of R$ 1.00 each.
Stockholders Stocks
Elliott Sassoon 120,653,620
Pre-Cortados da
Amazonia Ltda 1,149,950
Maria Cristina de
Oliveira Bittencourt 1,000
-------------
121,803,670
=============
The by-laws determines a dividend distribution of 25% of the net
profit annually.
PANNELL KERR FORSTER - PKF
AUDITORES INDEPENDENTES
Rua Dom Jose de Barros 264 - 11th Piso
Sao Paulo, Brazil
Tel: (11) 223-3744 Fax: (11) 223-3361
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the filing of our report dated December 12, 1997 with
respect to the balance sheet and related notes as of October 31, 1997 of
Norwest S.A., a Brazilian corporation, with the United States Securities and
Exchange Commission in connection with any filing by Xanthic Enterprises,
Inc. We also consent to references to us as the accountants for Norwest S.A.
in any such filing.
PANNELL KERR FORSTER
By /s/ Luis Alberto Nava Salazar
------------------------------
Luis Alberto Nava Salazar
Sao Paulo, December 19, 1997
INTERNATIONAL WOOD CORPORATION
(A Development Stage Company)
Pro Forma Balance Sheet
Prepared by Management
Unaudited
January 31, 1998
ASSETS
CURRENT ASSETS:
Cash $ 1,752
------------------
FIXED ASSETS:
Forest Land 16,171,200
Tropical Hardwood 92,223,204
Tractors and vehicles 736,688
Sawmills and
industrial equipment 228,194
Maritime equipment 67,380
------------------
109,426,666
------------------
Total Assets: $ 109,428,418
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 47,368
Shareholder loan 2,000
--------------
TOTAL CURRENT LIABILITIES 49,368
STOCKHOLDERS' EQUITY
Common stock - $.0001 par,
50,000,000 shares
authorized, 22,593,930
issued and outstanding 259
Paid in capital 109,466,358
Retained deficit
(89,567)
---------------
TOTAL STOCKHOLDERS' EQUITY 109,379,050
---------------
Total Liabilities and
Stockholders' Equity $ 109,428,418
===============
Net Assets per share $ 4.84.
Notes:
1. This balance sheet combines the assets and liabilities of
International Wood Corporation, a Colorado corp. and Norwest S.A.,
a Brazilian corp. that is 100% owned by the Company.
2. The value of the assets of Norwest S.A. was provided by an
audited balance sheet of Norwest as of October 31, 1997 prepared by Pannell
Kerr Forster, Sao Paulo, Brazil.
3. For purpose of the above computation the values of the Norwest,
S.A. Balance Sheet as of October 31, 1997 were converted to U.S. Dollars
based on the factor of R$ 1.00 to $ .8984 based on information supplied
by the Federal Reserve Bank of New York as of December 15, 1997.
