UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 23, 1996
PACIFIC FOREST CORPORATION
(Formerly Zeus Enterprises, Inc.)
(Exact name of Registrant as specified in its charter)
NEVADA 33-55254-14 87-0438451
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1800 EAST SAHARA, SUITE 107
LAS VEGAS, NEVADA 89104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 792-7480
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ITEM 2. Acquisition of Assets.
On August 23, 1996, Pacific Forest Corporation ("the Company") in consideration
of the issuance of 200,000 authorized but unissued shares, acquired the
remaining 33% of the issued and outstanding share capital of Pacific Forest
(Fiji) Limited, for $10.00 per share. After the acquisition, the Company now
holds all of the outstanding share capital of Pacific Forest (Fiji). The
transaction is subject to the approval of the Fiji Trade and Investment Board
(FTIB) and the Native Lands Trust Board (NLTB). Such approval is routine, and as
the Company already has approval for the first 67%, and has been working closely
with the Government, it is expected to be a formality.
Subject to the ratification of the authorities, the shares have been issued to
KPMG Peat Marwick, Suva in trust for the 50 individual Mataqali (native
landowners) in whose names the shares will ultimately be issued. It is the
Company's present intention to apply to have the block of 200,000 shares listed
on the Suva Stock Exchange, the requirements of which the issue complies with.
The table below sets forth the percentage of voting securities of the Company
now beneficially owned by controlling shareholders, officers, and directors.
Number of Shares Percent of
Owner Beneficially Owned Voting Securities
Chancellor Investments AVV 250,000 17.3
Yeaman Enterprises, Inc. 181,000 12.5
Beleggingsmaatschapij Groeigarant AVV 100,000 6.9
Steve Guarino 100,000 6.9
Roger Tichenor 100,000 6.9
ITEM 7. Financial Statements and Exhibits
Exhibits:
Restated Pro Forma Balance Sheet as at June 30, 1996.
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PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Restated Pro Forma Unaudited
as at 6/30/96 6/30/96
Unaudited As per 10-Q
---------------------- ----------------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ 10,414 $ 10,414
Accounts receivable 5,030 5,030
Prepaid expenses 40,143 40,143
Loans receivable - related parties 1,106 1,106
---------------------- ----------------------
TOTAL CURRENT ASSETS 56,693 56,693
PROPERTY, PLANT, AND EQUIPMENT
Buildings 21,429 21,429
Plant & Equipment 775,350 775,350
Vehicles 5,005 5,005
Accumulated depreciation (47,604) (47,604)
---------------------- ----------------------
NET PROPERTY, PLANT, AND EQUIPMENT 754,180 754,180
OTHER ASSETS
Timber rights * 2,002,143 2,143
Loans - related party 3,184 3,184
---------------------- ----------------------
TOTAL OTHER ASSETS 2,005,327 5,327
---------------------- ----------------------
$ 2,816,200 $ 816,200
====================== ======================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 3,725 3,725
---------------------- ----------------------
TOTAL CURRENT LIABILITIES 3,725 3,725
LONG TERM LIABILITIES
Loans payable - related parties 223,584 223,584
---------------------- ----------------------
223,584 223,584
---------------------- ----------------------
TOTAL LIABILITIES 227,309 227,309
Minority interest in subsidiary 0 49,000
STOCKHOLDERS' EQUITY
Common Stock par value $.001:
100,000,000 shares authorized; 1,445,000 shares issued
(1,245,000 at 6/30/96) 1,445 1,245
Additional paid-in capital 2,874,128 730,758
(Deficit) accumulated during the development stage (286,682) (192,112)
---------------------- ----------------------
TOTAL STOCKHOLDERS' EQUITY 2,588,891 539,891
---------------------- ----------------------
$ 2,816,200 $ 816,200
====================== ======================
</TABLE>
* Timber rights represents the consideration paid to acquire the
outstanding balance of 1/3 of Pacific Forest (Fiji) (previously owned by
minority shareholders).
The interest acquired represents the indigenous natives' share of rights to
harvest timber on a 22,000 acre site in Fiji, owned by 50 individuals. The
Net Present Value of the concession is estimated to have a value in excess
of $US20 million based on discounted cash flow projections which are
expected to be realized through timber production.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PACIFIC FOREST CORPORATION
By: /s/ Neil Alan Green
Neil Alan Green, President
Dated: August 23, 1996
