UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Pursuant to Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
PACIFIC FOREST CORPORATION
(Formerly Zeus Enterprises, Inc.)
(Exact name of Registrant as specified in its charter)
33-55254-14
(Commission File No.)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its CURRENT REPORT on Form 8-K dated
June 28, 1996 as set forth in the pages attached hereto:
Audited financial statements as of December 31, 1995 for Pacific Crown
(Fiji) Limited.
Pro forma information as of June 30, 1996 and December 31, 1995.
<PAGE>
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: September 11, 1996
<PAGE>
CONTENTS
PAGE
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET..................... F-1
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF
OPERATIONS.................................................... F-3
NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS............................. F-4
AUDITED FINANCIAL STATEMENTS OF PACIFIC CROWN (FIJI)
LIMITED....................................................... F-5
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A Development Stage Company)
PRO FORMA CONSOLIDATED BALANCE SHEET
(unaudited)
June 30, 1996
<TABLE>
<CAPTION>
Pro Forma
Pacific Forest FIJI Adjustments Balances
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash $ 9,029 $ 1,385 $ 0 $ 10,414
Accounts receivable 0 5,030 0 5,030
Prepaid expenses 40,000 143 0 40,143
Loans receivable - related parties 0 1,106 0 1,106
------------------ ------------------ ----------------- -----------------
TOTAL CURRENT ASSETS 49,029 7,664 0 56,693
PROPERTY, PLANT, AND EQUIPMENT
Buildings 0 21,429 0 21,429
Plant & Equipment 0 775,350 0 775,350
Vehicles 0 5,005 0 5,005
Accumulated depreciation 0 (47,604) 0 (47,604)
------------------ ------------------ ----------------- -----------------
NET PROPERTY, PLANT,
AND EQUIPMENT 0 754,180 0 754,180
OTHER ASSETS
Timber rights 0 2,143 2,000,000 2,002,143
Loans - related party 392,857 3,184 (392,857) 3,184
------------------ ------------------ ----------------- -----------------
TOTAL OTHER ASSETS 392,857 5,327 1,607,143 2,005,327
------------------ ------------------ ----------------- -----------------
$ 441,886 $ 767,171 $ 1,607,143 $ 2,816,200
================== ================== ================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 0 $ 3,725 $ 0 $ 3,725
------------------ ------------------ ----------------- -----------------
TOTAL CURRENT LIABILITIES 0 3,725 0 3,725
LONG TERM LIABILITIES
Loans payable - related parties 0 616,441 (392,857) 223,584
------------------ ------------------ ----------------- -----------------
0 616,441 (392,857) 223,584
------------------ ------------------ ----------------- -----------------
TOTAL LIABILITIES 0 620,166 (392,857) 277,304
Minority interest in subsidiary 49,000 0 (49,000) 0
STOCKHOLDERS' EQUITY
Common Stock par value $.001:
100,000,000 shares authorized;
1,245,000 shares issued 1,245 6,430 (6,230) 1,445
Additional paid-in capital 394,612 424,286 2,055,230 2,874,128
(Deficit) accumulated during the
development stage (2,971) (283,711) 0 (286,682)
------------------ ------------------ ----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 392,886 147,005 2,049,000 2,588,891
------------------ ------------------ ----------------- -----------------
$ 441,886 $ 767,171 $ 1,607,143 $ 2,816,200
================== ================== ================= =================
</TABLE>
See Notes to the Pro Forma Consolidated Financial Statements.
F-1
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A Development Stage Company)
PRO FORMA CONSOLIDATED BALANCE SHEET
(unaudited)
December 31, 1995
<TABLE>
<CAPTION>
Pro Forma
Pacific Forest FIJI Adjustments Balances
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash $ 50,000 $ 751 $ 0 $ 50,751
----------------- ----------------- ---------------- ----------------
TOTAL CURRENT ASSETS 50,000 751 0 50,751
PROPERTY, PLANT, AND EQUIPMENT
Buildings 0 21,429 0 21,429
Plant & Equipment 0 332,066 0 332,066
Vehicles 0 1,791 0 1,791
Accumulated depreciation 0 0 0 0
------------------ ------------------ ----------------- -----------------
NET PROPERTY, PLANT,
AND EQUIPMENT 0 355,286 0 355,286
OTHER ASSETS
Timber rights 0 2,143 2,000,000 2,002,143
------------------ ------------------ ----------------- -----------------
TOTAL OTHER ASSETS 0 2,143 2,000,000 2,002,143
------------------ ------------------ ----------------- -----------------
$ 50,000 $ 358,180 $ 2,000,000 $ 2,408,180
================== ================== ================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 0 $ 0 $ 0 $ 0
------------------ ------------------ ----------------- -----------------
TOTAL CURRENT LIABILITIES 0 0 0 0
LONG TERM LIABILITIES
Loans payable - related parties 0 109,069 0 109,069
Payable - other 0 23,000 0 23,000
------------------ ------------------ ----------------- -----------------
0 132,069 0 132,069
------------------ ------------------ ----------------- -----------------
TOTAL LIABILITIES 0 132,069 0 132,069
STOCKHOLDERS' EQUITY
Common Stock par value $.001:
100,000,000 shares authorized;
1,100,000 shares issued 1,100 6,430 (6,130) 1,400
Additional paid-in capital 50,900 424,286 2,006,130 2,481,316
(Deficit) accumulated during the
development stage (2,000) (204,605) 0 (206,605)
------------------ ------------------ ----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 50,000 226,111 2,000,000 2,276,111
------------------ ------------------ ----------------- -----------------
$ 50,000 $ 358,180 $ 2,000,000 $ 2,408,180
================== ================== ================= =================
</TABLE>
See Notes to the Pro Forma Consolidated Financial Statements.
F-2
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A Development Stage Company)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Year Six Months
Ended Ended
12-31-95 6/30/96
<S> <C> <C>
Operating Revenue $ 0 $ 0
Cost of Sales 0 0
----------------- -----------------
GROSS PROFIT (LOSS) 0 0
General and Administrative expenses 204,605 80,077
----------------- -----------------
204,605 80,077
----------------- -----------------
INCOME (LOSS) BEFORE INCOME TAXES (204,605) (80,077)
PROVISION FOR INCOME TAXES 0 0
----------------- -----------------
NET INCOME (LOSS) $ (204,605) $ (80,077)
================= =================
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted average common share outstanding $ (.17) $ (.07)
================= =================
Weighted average number of common shares outstanding 1,200,000 1,200,000
================= =================
</TABLE>
See Notes to the Pro Forma Consolidated Financial Statements.
F-3
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A Development Stage Company)
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: SUMMARY OF TRANSACTION
Effective June 28, 1996, Pacific Forest Corporation issued 100,000 shares of its
restricted common stock to acquire two thirds (2/3) of the outstanding stock of
Pacific Crown (Fiji) Limited, subsequently renamed Pacific Forest (Fiji)
Limited, in a transaction accounted for under the purchase method of accounting.
Effective August 23, 1996, the Company issued 200,000 shares of its restricted
common stock to acquire the remaining one third (1/3) of Fiji. The transaction
was recorded at $2,000,000 based on the net present value of discounted future
cash flows expected to be realized through timber production.
NOTE 2: MANAGEMENT'S ASSUMPTIONS
The pro forma balance sheets were prepared as if both of the entities were 100%
combined as of June 30, 1996 and December 31, 1995. At June 30, 1996, the
Company actually owned two thirds (2/3) of the subsidiary. The pro forma
statements of operations assume that the entities were together as of the
beginning of each period presented.
NOTE 3: FOREIGN CURRENCY EXCHANGE
The pro forma balance sheets and statements of operations have been prepared in
U.S. dollars, using the published rate of exchange (.7143) at June 30, 1996,
applied to the Fijian dollar financial statements for all periods presented.
F-4
<PAGE>
AUDITED FINANCIAL STATEMENTS
OF
PACIFIC CROWN (FIJI) LIMITED
The following audited financial statements of Pacific Crown (Fiji) Limited were
prepared by KPMG Peat Marwick, Suva, Fiji.
F-5
<PAGE>
PACIFIC CROWN (FIJI) LIMITED
FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED
31 DECEMBER 1995
<PAGE>
1
PACIFIC CROWN (FIJI) LIMITED
DIRECTORS' REPORT
FOR THE 8 MONTH PERIOD 31 DECEMBER 1995
The directors have pleasure in presenting their report together with the
financial statements of the Company for the 8 month period ended 31 December
1995 and the auditors' report thereon.
State of Affairs
To the best of their knowledge and information, the directors are of the view
that the attached balance sheet gives a true and fair view of the state of
affairs of the company as at 31 December 1995 and that the profit and loss
account gives a true and fair view of the result of the company for the period
then ended.
Principal Activity
The principal activity of the company will be forestry, timber processing,
timber sales and plantations. During the 8 month period, the company was engaged
in setting up its operation.
Operating Results
The operating loss after income tax expense for the period ended 31 December
1995 was $286,447.
Reserves
The directors recommend that no amount be transferred to or from reserves.
Dividend
No dividend was declared during the period and the directors recommend that no
dividend be paid.
Dated at Suva this 21 day of February 1996.
Signed in accordance with a resolution of the directors.
DIRECTOR: /s/ Neil Alan Green DIRECTOR: /s/ Everett Riley
<PAGE>
2
KPMG Peat Marwick
Chartered Accountants
Level 5, ANZ House GPO Box 32 Telephone (679) 301155
25 Victoria Parade Suva Fax (679) 301312
Suva Fiji
Fiji
2
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
PACIFIC CROWN (FIJI) LIMITED
Scope
We have audited the financial statements of Pacific Crown (Fiji) Limited for the
8 month period ended 31 December 1995, consisting of the balance sheet, profit
and loss account, and accompanying notes, set out on pages 3 to 8. The company's
directors are responsible for the preparation and presentation of the financial
statements and the information they contain. We have conducted an independent
audit of these financial statements in order to express an opinion on them to
the members of the company.
Our audit has been conducted in accordance with Fiji Standards on Auditing to
provide reasonable assurance as to whether the financial statements are free of
material misstatement. Our procedures included examination, on a test basis, of
evidence supporting the amounts and other disclosures in the financial
statements, and the evaluation of accounting policies and significant accounting
estimates. These procedures have been undertaken to form an opinion as to
whether, in all material respects, the financial statements are presented fairly
in accordance with Fiji Accounting Standards and statutory requirements so as to
present a view which is consistent with our understanding of the company's
financial position and the results of its operations.
The audit opinion expressed in this report has been formed on the above basis.
Audit Opinion
In our opinion:
(a) proper books of account have been kept by the company, so far as appears
from our examination of those books; and
(b) the accompanying accounts which have been prepared under the historical
cost convention stated in Note 1 to the accounts:
(i) are in agreement with the books of account;
(ii) to the best of our information and according to the explanations given
to us:
(a) give a true and fair view of the state of affairs of the company
as at 31 December 1995 and of the results of the company for the
8 month period ended on that date in accordance with Fiji
Accounting Standards;
(b) give the information required by the Companies Act 1983 in the
manner so required.
We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit.
/s/ KPMG Peat Marwick
SUVA, FIJI KPMG PEAT MARWICK
21 February 1996 CHARTERED ACCOUNTANTS
Resident Partners
Brian Murphy, Suva
Bruce Sutton, Suva
Member Firm of Michael Yee Joy, Suva
Kleinveld Peat Marwick Goerdeler Vishnu Deo, Lautoka
<PAGE>
3
PACIFIC CROWN (FIJI) LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 1995
<TABLE>
<CAPTION>
Note 1995
F$
CURRENT ASSETS
<S> <C> <C>
Cash at bank and on hand 5 1,052
-----------------
Total Current Assets 1,052
NON-CURRENT ASSETS
Property, plant and equipment 6 497,400
Timber rights 7 3,000
-----------------
Total Non-Current Assets 500,400
TOTAL ASSETS 501,452
NON-CURRENT LIABILITIES
Owing to related company 8 152,697
Other creditors 32,200
-----------------
Total Non-Current Liabilities 184,897
TOTAL LIABILITIES 184,897
NET ASSETS 316,555
SHAREHOLDERS' EQUITY
Share capital 9 9,002
Reserves 10 594,000
Accumulated losses (286,447)
-----------------
TOTAL SHAREHOLDERS' EQUITY 316,555
Contingent liabilities and capital expenditure commitments 11
</TABLE>
The balance sheet is to be read in conjunction with the notes to and forming
part of the financial statements set out on pages 5 to 8.
DIRECTOR /s/ Neil Alan Green DIRECTOR /s/ Everett Riley
<PAGE>
4
PACIFIC CROWN (FIJI) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE 8 MONTH PERIOD ENDED 31 DECEMBER 1995
<TABLE>
<CAPTION>
Note 1995
F$
<S> <C> <C>
Operating loss before income tax 3 (286,447)
Less: Income tax expense 4 -
-----------------
Operating loss (286,447)
ACCUMULATED LOSSES AT THE END OF
THE PERIOD (286,447)
</TABLE>
The profit and loss account is to be read in conjunction with the notes to and
forming part of the financial statements set out on pages 5 to 8.
<PAGE>
5
PACIFIC CROWN (FIJI) LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 31 DECEMBER 1995
1. STATEMENT OF ACCOUNTING POLICIES
The financial statements of the company have been drawn up in
accordance with the accounting standards and disclosure requirements
of the Fiji Institute of Accountants and the requirements of law. They
have been prepared on the basis of historical costs and do not take
into account changing money values or current valuations of
non-current assets. The accounting policies have been consistently
applied.
Set out below is a summary of the significant accounting policies
adopted by the company in the preparation of the financial statements.
Income tax
The company adopts the liability method of tax-effect accounting.
Depreciation of Property, Plant and Equipment
Property, plant and equipment including leasehold land and buildings
are depreciated using the straight line method, at rates which will
write off the costs of those assets over their expected useful lives.
The method of write off and the rates used are those considered
appropriate to each class of asset.
The principal depreciation rates in use are:
Buildings and sheds 10%
Saw milling machinery 25%
Motor vehicles 10%
Foreign Currency
Foreign currency transactions are translated to Fiji currency at the
rates of exchange ruling at the dates of the transactions. Amounts
receivable and payable are translated at the rates of exchange ruling
at balance date. All realised and unrealised gains and losses arising
on such transactions are recognised in the results for the period.
Timber Rights
Timber rights are carried at the lower of cost or net realisable
value, without any upward revaluation to market value. Annual
allowances for depletion is made commencing in the year following the
year of acquisition.
2. PRINCIPAL ACTIVITY
The principal activity of the company will be forestry, timber
processing, timber sales and plantations. The company was engaged in
setting up its operation during the course of the financial period.
<PAGE>
6
PACIFIC CROWN (FIJI) LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 31 DECEMBER 1995 (Cont'd)
<TABLE>
<CAPTION>
1995
F$
3. OPERATING LOSS BEFORE INCOME TAX
Including in the operating loss before income tax are the following
items of expense:
Expenses
<S> <C>
Auditors' remuneration 2,200
Pre-incorporation expenses and set up cost 284,247
=================
4. INCOME TAX
Income tax expense
Prima facie income tax (benefit) calculated at 35% on the operating
(loss) before income tax (100,256)
Decrease in income tax (benefit) due to:
Pre-incorporation expenses and set up cost not deductible for
tax purposes 100,256
Income tax expense -
5. CASH
Cash at bank 699
Cash on hand 353
1,052
6. PROPERTY, PLANT AND EQUIPMENT
Shed - at cost 30,000
Less provision for depreciation -
30,000
Saw milling equipment - at cost 464,893
Less provision for depreciation -
464,893
Motor vehicles 2,507
Less provision for depreciation -
2,507
Total Fixed Assets - Written Down Value 497,400
=================
</TABLE>
<PAGE>
7
PACIFIC CROWN (FIJI) LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 31 DECEMBER 1995 (Cont'd)
<TABLE>
<CAPTION>
1995
F$
7. TIMBER RIGHTS
<S> <C>
Timber rights 3,000
=================
This represents purchase of concession rights to all indigenous logs of
timber within the province of Bua under the control of the Qalitu
Co-operative, satisfied by the issue of 3,000 shares at par and
representing 33.3% of the company. The value of the timber will be
brought to account as logs are received into the saw mill.
8. OWING TO RELATED COMPANY
Owing to Pacific Crown Corporation 152,697
The amount owing to Pacific Crown Corporation are unsecured, interest
free with no fixed terms of repayment.
9. SHARE CAPITAL
Authorised Capital
10,000 ordinary shares of $1 each 10,000
=================
Issued and fully paid up capital
9,002 ordinary shares of $1 each 9,002
=================
10. RESERVES
Share premium reserve 594,000
Share premium represents 6,000 ordinary shares issued at a share
premium of $99 each.
11. CONTINGENT LIABILITIES AND COMMITMENTS
Contingent liabilities and commitments not otherwise provided for in
the financial statements are as follows:
1995
$
Contingent Liabilities Nil
Commitments Nil
</TABLE>
<PAGE>
8
PACIFIC CROWN (FIJI) LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 31 DECEMBER 1995 (Cont'd)
12. HOLDING COMPANY
The holding company of Pacific Crown (Fiji) Limited is Pacific Crown
Corporation, a company incorporated in United States of America.
13. DATE OF INCORPORATION
Pacific Crown (Fiji) Limited was incorporated on 7 April 1995 and is
yet to commence operations.
<PAGE>
9
DISCLAIMER
The additional financial data presented on the following page is in accordance
with the books and records of PACIFIC CROWN (FIJI) LIMITED which have been
subjected to the auditing procedures applied in our statutory audit for the year
ended 31 December 1995. It will be appreciated that our statutory audit did not
cover all details of the additional financial data. Accordingly, we do not
express an opinion on this financial data and no warranty of accuracy or
reliability is given.
In accordance with our firm policy, we advise that neither the firm nor any
member or employee of the firm undertakes responsibility arising in any way
whatsoever to any person (other than the company) in respect of this data,
including any errors or omissions therein, arising through negligence or
otherwise however caused.
/s/ KPMG Peat Marwick
SUVA, FIJI KPMG PEAT MARWICK
CHARTERED ACCOUNTANTS
21 February 1996
<PAGE>
10
PACIFIC CROWN (FIJI) LIMITED
STATEMENT OF PROFIT AND LOSS
FOR THE PERIOD ENDED 31 DECEMBER 1995
<TABLE>
<CAPTION>
1995
F$
<S> <C>
INCOME -
EXPENSES
Auditors' remuneration 2,200
Consultancy - Pacific Crown Limited 237,606
Consultancy - Namara Lakeside 5,344
Consultancy - other 2,004
Motor vehicle expenses 451
Sundries 48
Telephone 328
Travel 38,466
-----------------
TOTAL EXPENSES 286,447
NET LOSS BEFORE INCOME TAX (286,447)
</TABLE>
