UNITED STATES
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 (Date of earliest event reported) May 31, 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 (IRS Employer
of incorporation) File 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) 792-7479
ITEM 1. Changes in Control of Registrant.
Sale of Controlling Interest by Principal Shareholders:
On May 31, 1996, Dalpran Pty Limited, Bangold Pty Limited,
Chancellor Investments AVV, Beleggings Maatschapij Groeigarant AVV, Elis Juju,
Lee Meier, Steve Guarino, and Roger Tichenor acquired 742,800 shares of PACIFIC
FOREST CORPORATION, formerly Zeus Enterprises, Inc. ("the Company") common stock
from Capital General Corporation, David Yeaman and Krista Nielson for a total
purchase price of $125,000.
In connection with the closing of the stock purchase and
change of control, Neil Alan Green was elected as President and Director, and
David Spenser Stevens was elected as Secretary/Treasurer and Director; and
concurrently with such elections, David Yeaman and Krista Nielson resigned as
officers and directors of the Company, resulting in effective control of the
Company passing to the new board of directors. No material relationship existed
or now exists, between any former director, officer or affiliate of either the
Company or any of the new shareholders.
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 22.7%
Yeaman Enterprises, Inc. 192,000 17.5%
Beleggings Maatschapij
Groeigarant AVV 100,000 9.1%
Steve Guarino 100,000 9.1%
Roger Tichenor 100,000 9.1%
Elis Juju 62,000 5.6%
Dalpran Pty Ltd 60,800 5.5%
All Officers and Directors* 300,000 27.27%
*Includes 250,000 shares beneficially owned by Chancellor Investments AVV and
50,000 shares beneficially owned by Bangold Pty Limited. Chancellor Investments
AVV is a wholly owned subsidiary of Chancellor Group, Inc. Neil Green and David
Stevens, officers and directors of the Company, are also officers and directors
of Chancellor Group, Inc. Bangold Pty Limited is beneficially owned by Neil
Green, the Company's president.
ITEM 5. Other Events.
Effective May 31, 1996, pursuant to written action adopted unanimously
by the Board of Directors and a majority of the shareholders, the Company
changed its name to PACIFIC FOREST CORPORATION.
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
Dated: May 31, 1996 By: s\Neil Alan Green
--------------------
Neil Alan Green, President
and Director
Dated: May 31, 1996 By: s\David Spenser Stevens
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David Spenser Stevens,
Secretary and Director