FORESTRY INTERNATIONAL INC
8-K, 1997-03-03
SAWMILLS & PLANTING MILLS, GENERAL
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               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
                                
                                
                         March 3, 1997                                         
                        (Date of Report)
                                
                    
                  Forestry International, Inc                                 
     (Exact name of registrant as specified in its charter)
                                
                                
                              Colorado                                       
         (State or other jurisdiction of incorporation)


       0-023310                               84-1116284                 
 (Commission File Number)       (IRS Employer Identification Number)


    3573 East Sunrise Drive, Suite 225, Tucson, Arizona 85718                
   (Address of principal executive offices including zip code)


                           520-299-9447                                      
      (Registrant's telephone number, including area code)


                         Not Applicable                                       
   (Former name or former address, if changed since last report)
                                
                                
                                
Item 1.  Changes in Control of Registrant

     Not Applicable

Item 2.  Acquisition or Disposition of Assets.

     Not Applicable

Item 3.  Bankruptcy or Receivership.

     Not Applicable

Item 4.  Changes in Registrant's Certifying Accountant.

     Not Applicable
     
Item 5.  Other Events.

     In connection with the acquisition by the Registrant of Dixieland 
Forest Products, Inc., each of the following transactions were duly 
completed on February 17, 1997:

I.   The Registrant sold 298,039 common shares of the Registrant to an 
individual by the name of  Louis R. Turp: no underwriter or placement agent 
was involved.

     The consideration received by the Registrant was the sum of 
$200,000 (US).

     No terms of conversion are applicable.

     Exemption from registration is claimed under the provisions of Regulation 
S of the Securities Act of 1933, as amended.

II.  The Registrant sold 235, 294 common shares of the Registrant to an 
individual by the name of Pierre Bournaki: no underwriter or placement agent 
was involved.

     The consideration received by the Registrant was the sum of $200,000 (US).

     No terms of conversion are applicable.

     Exemption from registration is claimed under Regulation S of the Securities
Act of 1933, as amended.

III. The Registrant sold 68,250 common shares of the Registrant to an individual
by the name of Alan Russell Donald: no underwriter or placement agent was 
involved.

     The consideration received by the Registrant was the sum of $57,000 (US)

     No terms of conversion are applicable.

     Exemption from registration is claimed under the provisions of Regulation S
of the Securities Act of 1933, as amended.

IV.  The Registrant sold 1,500,000 common shares of the Registrant to an entity 
known as FAI Overseas Investments Pty Ltd.: no underwriter or placement agent 
was involved.

     The consideration received by the Registrant was the sum of $1,125,000 (US)

     No terms of conversion are applicable.

     Exemption from registration is claimed under the provisions of Regulation S
of the Securities Act of 1933, as amended.

V.   The Registrant sold 120,000 common shares of the Registrant to an 
individual known as John W. Austin: no underwriter or placement agent was 
involved.

     The consideration received by the Registrant was the sum of $90,000 (US).

     No terms of conversion are applicable.

     Exemption from registration is claimed under the provisions of Regulation S
of the Securities Act of 1933, as amended.


Item 6.  Resignation of Registrant's Directors.

     Not Applicable

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     Not Applicable
                                
                                
                                
                                
                               SIGNATURES
                                   
                                
     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, Registrant has duly caused this report to be signed on its behalf by 
the undersigned hereunto duly authorized.


                                   FORESTRY INTERNATIONAL, INC.
                                   (Registrant)


Dated: March 3, 1997               By: /s/ David L. Shorey                     
                                      David L. Shorey, Chairman & CEO




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