SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                                 Amendment No. 1

(MARK ONE)

[X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the Fiscal Year Ended December 31, 1995

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from ______________ to _______________.

                           Commission File No. 0-18565

                      RESOURCES OF THE PACIFIC CORPORATION
                 ---------------------------------------------
                 (Name of small business issuer in its charter)

            Nevada                                      93-0947570
-------------------------------         ---------------------------------------
(State or other jurisdiction of
 incorporation or organization)         (I.R.S. Employer Identification Number)

             5277 Cameron Street, Suite 130, Las Vegas, Nevada 89118
             -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code:  (702) 221-1209

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class                  Name of Each Exchange on Which Registered
-------------------                  -----------------------------------------
      None                                              None

Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.005 par value
                          -----------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve (12) months (or
for such shorter  period that the registrant was required to file such reports);
and (2) has been  subject to such filing  requirements  for the past ninety (90)
days. Yes No X
         -----  -----

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

    The issuer's revenues for its most recent fiscal year were $0.

    As of June 30, 1996,  25,088,599  shares of common  stock of the  Registrant
were  outstanding.  As of such date,  the  aggregate  market value of the common
stock held by  non-affiliates,  based on the  average bid and asked price on the
NASD Electronic Bulletin Board, was approximately $508,798.

                              DOCUMENTS INCORPORATED BY REFERENCE

    No annual reports to security holders, proxy or information  statements,  or
prospectuses  filed pursuant to Rule 424(b) or (c) are incorporated by reference
in this report.

        Transitional Small Business Disclosure Format:  Yes        No   X
                                                           -----     -----

<PAGE>







                                       TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                          Page
                                                                          ----
<S>                                                                         <C>
PART I

     ITEM 1.  DESCRIPTION OF BUSINESS.....................................  1
     ITEM 2.  DESCRIPTION OF PROPERTIES...................................  2
     ITEM 3.  LEGAL PROCEEDINGS...........................................  2
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
              OF SECURITY HOLDERS.........................................  2

PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND
              RELATED STOCKHOLDER MATTERS.................................  3
     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS........................  3
     ITEM 7.  FINANCIAL STATEMENTS........................................  4
     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE......................  5

PART III

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
              AND CONTROL PERSONS; COMPLIANCE WITH
              SECTION 16(a) OF THE EXCHANGE ACT...........................  5
     ITEM 10. EXECUTIVE COMPENSATION......................................  6
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
              OWNERS AND MANAGEMENT.......................................  6
     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............  7
     ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K............................  7

SIGNATURES................................................................  8

</TABLE>

<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

     Resources of the Pacific  Corporation  (the  "Company") was organized under
the laws of the State of Nevada in April of 1987,  under the name "10 Minute Pit
Stop USA,  Inc." The  Company  was  formed  for the  purpose  of  acquiring  and
operating  automotive oil change service centers. On April 30, 1987, the Company
merged with Value Funding Corporation, a publicly-owned corporation that owned a
chain of oil change and  lubrication  centers.  In 1990, the Company changed its
name to Pit Stop Auto Centers, Inc.

     From inception through late 1991, the Company and its various  subsidiaries
operated  automotive  oil  change,  lubrication  and fluid  maintenance  service
centers in Phoenix,  Oklahoma City and various  locations in Texas.  On December
31, 1991, the Company sold all of its  properties,  inventories and other assets
used in the  operation  of its  service  centers  and  ceased to  operate in the
automotive   service  center  business.   Since  the  sale  of  its  assets  and
discontinuance  of its automotive  service center  business in December of 1991,
the Company's operations have been limited to efforts to identify and acquire an
operating business.

     Pursuant to its efforts to acquire an operating  business,  on September 7,
1995, the Company entered into an Acquisition Agreement (the "Acquisition") with
Resources of the Pacific, Inc. ("ROP") pursuant to which:

     (1)  The Company  acquired all of the issued and outstanding  shares of ROP
          in exchange for the issuance of  22,219,000  shares of common stock of
          the Company;

     (2)  The Articles of Incorporation of the Company were amended by effecting
          a reverse split of the common stock on a ratio of one for twenty; and

     (3)  The Company changed its name to "Resources of the Pacific
          Corporation."

     Following the  Acquisition,  on October 7, 1995, the Company  acquired from
Resources of the Pacific  Ltd.  ("ROP  Ltd"),  a  subsidiary  of ROP, all of its
rights,  title and interest in certain joint  venture  timber  concessions  (the
"Timber  Rights")  for the  development  of timber  located in Fiji (the "Timber
Acquisition") in exchange for 1,350,000 shares of the Company's common stock and
ROP divested its entire interest in ROP Ltd.

     Following the  completion of the  Acquisition  and the Timber  Acquisition,
there were 23,738,599 post-split shares of the Company's $0.005 par value common
stock issued and outstanding,  which were owned as follows, to-wit:  22,219,000,
or 93.6%, held by the former  stockholders of ROP;  1,350,000,  or 5.7%, held by
the former  stockholders  of ROP Ltd.,  and 169,599,  or .7% by investors in the
Company prior to the Acquisition and Timber Acquisition.

     The Timber  Rights  acquired  pursuant  to the  Acquisition  and the Timber
Acquisition  consist of various  concessions  to log, mill and export  mahogany,
teak and other wood in Fiji. The Timber Rights were  originally  acquired by ROP
Ltd and were  controlled  by ROP  pursuant  to its  acquisition  of ROP Ltd.  No
logging,  milling or other efforts to exploit the Timber Rights were  undertaken
during 1995.  The business of the Company  during 1995 was limited to efforts to
carry out the Acquisition  and the Timber  Acquisition and to secure funding for
future timber operations.

     As part of the Acquisition,  the directors elected the following  designees
of the  stockholders  of ROP to serve on the Company's  Board of Directors:  Ray
Besharaty,  John H.  Brebbia and Wayne  Walters,  and the former  directors  and
executive officers of the Company resigned. The Board then appointed the current
executive officers designated by the shareholders of ROP.



                                      -1-
<PAGE>
     On May 3, 1996, the Company acquired from Wood Products International, Inc.
a  marketing  contract to market  wood and wood  products  produced by the joint
venture  timber  concession  which the  Company  had  acquired  from ROP Ltd. in
exchange for 1,350,000 shares of the Company's common stock.

BUSINESS

     Prior to the  Acquisition  of ROP, the Timber  Rights,  and the  subsequent
acquisition of the marketing rights, the Company had not engaged in any material
business  operations  since 1991.  The Company's only  activities  following the
Acquisition  of ROP, the Timber  Rights and the  subsequent  acquisition  of the
marketing  rights will be the operations of ROP, the  exploitation of the Timber
Rights,  and the  marketing  of the wood and wood  products  produced  from such
timber rights.

     To date,  the Company has  contracted  for 15 years logging  concessions on
40,000 acres of land in FIJI,  initiated  the planning for the  construction  of
three saw mills in FIJI,  the  construction  of a wood  molding  facility  and a
veneer plant, both to be located in FIJI.

ITEM 2.  DESCRIPTION OF PROPERTY

     The  Company's  only  property and assets are Timber Rights from nine joint
ventures  covering  approximately  40,000  acres of timber  land in Fiji and the
exclusive rights to market such products internationally.

ITEM 3.  LEGAL PROCEEDINGS

     On November  6, 1995 , the  Company  was named as a defendant  in J. Austin
Scheibel and Kevin Donegan v. Resources of the Pacific Corporation, 95-18547, in
the Superior Court of Arizona in and for the County of Maracopa.  The plaintiffs
in such  cause of  action  have  asserted  that  they  provided  certain  bridge
financing to the Company in 1992 for which they were promised certain amounts of
common stock and are seeking $40,000 in cash plus accrued interest and attorneys
fees.  The  Company  has denied  their  claim  alleging  that the funds were not
advanced to the  Company,  but only to an entity  controlled  by the  plaintiffs
which was never  acquired by the Company.  It is  managements  position that the
Company will prevail in this  litigation.  Management  believes that the Company
has a valid defense to such cause of action.

     Other than the  foregoing,  the  Company is not the  subject of any pending
legal  proceedings;  and to the  knowledge of  management,  no  proceedings  are
presently  contemplated  against  the  Company  by any  federal,  state or local
governmental  agency.  Further,  to the knowledge of management,  no director or
executive  officer is party to any action  which any has an interest  adverse to
the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the Company's  stockholders  through
the  solicitation  of proxies  or  otherwise,  during the fourth  quarter of the
Company's fiscal year ended December 31, 1995.



                                      -2-
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The  Company's  common  stock was  previously  listed on the  Nasdaq  Stock
Market.  Since February of 1992, the Company common stock has been listed on the
OTC  Bulletin  Board.  However,  the market for these  securities  is  extremely
limited and sporadic.

     At June 14, 1996, the closing bid price of the Common Stock was $3.00.

HOLDERS

     The number of record  holders of the Company's  common stock as of June 14,
1996  was  344.  This  number  does  not  include  an  indeterminate  number  of
stockholders whose shares are held by brokers in street name.

DIVIDENDS

     The Company has not paid any  dividends  with respect to its common  stock,
and does not intend to pay dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

     Prior to the  acquisition  of ROP,  the Timber  Rights,  and the  marketing
rights,  the  Company  had not engaged in any  material  operations  since 1991.
Following the acquisition,  the Company intends to commence timber operations in
Fiji.

RESULTS OF OPERATIONS

     The Company  received no revenue in either the calendar year ended December
31, 1995,  or the calendar year ended  December 31, 1994.  The Company had a net
loss of  $105,042 in  calendar  1995  arising  from  general and  administrative
expenses incurred in connection with the Acquisition and the Timber Acquisition.
The  Company  reported a net loss of $22,926  during  1994,  after a gain on the
forgiveness of debt in the amount of $9,275.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 1995,  the Company had no material  current  assets and had
current liabilities of approximately $88,000.

     Management estimates that the Company will require a minimum of $600,000 to
begin the  proposed  timber  operations  in Fiji  after  which  time  management
believes that timber  operations will be self  supporting.  As of June 14, 1996,
the Company had borrowed an aggregate of $100,000 from a shareholder.  This loan
is repayable on demand with interest at twelve percent per annum.

     Beginning in May, 1996 the Company began offering shares of 12% Convertible
Preferred  Shares  pursuant  to the  exemption  from  registration  provided  by
Regulation D & Regulation S. As of June 14, 1996, the Company had  subscriptions
for $290,000.  Management  believes  that with the funds already  raised and the
funds it anticipates  raising,  it will have  sufficient  funding to execute its
business operations over the next twelve months.



                                      -3-
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                         Page
                                                                        Number
                                                                        ------
<S>                                                                       <C>
     Financial Statements for the years ended
     ----------------------------------------
     December 31, 1995, and December 31, 1994
     ----------------------------------------

     Independent Accountants' Report                                      F- 1

     Consolidated Balance Sheets - December 31, 1995 and 1994             F- 3

     Consolidated Statements of Operations for the Years Ended
     December 31, 1995 and 1994, and for the Period from 
     January 1, 1992 through December 31, 1995                            F- 5

     Consolidated Statements of Stockholders' Equity (Deficit)
     - January 1, 1992 through December 31, 1995                          F- 6

     Consolidated  Statement of Cash Flows for the Years Ended
     December 31, 1995 and 1994, and for the Period from
     January 1, 1992 through December 31, 1995                            F- 7

     Notes to Consolidated Financial Statements                           F-10

</TABLE>

                                      -4-




<PAGE>
                           Independent Auditors Report



Board of Directors and Stockholders
Resources of the Pacific Corporation

We have audited the accompanying  consolidated balance sheet of Resources of the
Pacific Corporation (formerly Pit Stop Auto Centers,  Inc.) (a development stage
company)  and  its   subsidiary  as  of  December  31,  1995,  and  the  related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for the year ended  December 31, 1995 and for the  cumulative  period from
January  1,  1992  through  December  31,  1995.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based on our audit.  The  financial  statements  of Resources of the
Pacific Corporation as of December 31, 1994 were audited by other auditors whose
report  dated  April 5, 1995  expressed  an  unqualified  opinion  including  an
explanatory  paragraph stating a concern about the Company continuing as a going
concern.  The financial statements of Resources of the Pacific Corporation as of
December  31, 1993 and 1992 were  audited by other  auditors  whose report dated
October 16, 1994  expressed an  unqualified  opinion  including  an  explanatory
paragraph stating a concern about the Company continuing as a going concern.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.


                                      F-1
<PAGE>
In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Resources of the
Pacific  Corporation and its subsidiary as of December 31, 1995, and the results
of their  operations  and their cash flows for the year ended  December 31, 1995
and for the cumulative  period from January 1, 1992 through December 31, 1995 in
conformity with generally accepted accounting principles.


                                                    H. J. SWART & COMPANY, P. A.

May 6, 1996


                                      F-2
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                        (A Development Stage Company)
                         Consolidated Balance Sheet
                         December 31, 1995 and 1994

<TABLE>
<CAPTION>
                                   Assets


                                                 1995          1994
                                                 ----          ----
<S>                                           <C>          <C>
Current assets
   Cash                                       $      151   $       27

Property and equipment, net                            0          281

Other assets
   Joint venture timber concessions            7,098,948            0
   Goodwill, net                                 108,626            0
                                              ----------   ----------
      Total other assets                       7,207,574            0
                                              ----------   ----------
                                              $7,207,725   $      308
                                              ==========   ==========

</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements


                                      F-3
<PAGE>
                    Resources of the Pacific Corporation
                   (Formerly Pit Stop Auto Centers, Inc.)
                        (A Development Stage Company)
                         Consolidated Balance Sheet
                         December 31, 1995 and 1994


               Liabilities and Stockholders' Equity (Deficit)
               ----------------------------------------------
<TABLE>
<CAPTION>
                                                 1995         1994
                                                 ----         ----
<S>                                           <C>          <C>
Current liabilities
   Accounts payable                           $   10,000   $   10,204
   Accrued expenses                                2,670            0
   Advances from related parties                   5,100        2,000
   Notes payable due related parties              70,000            0
                                              ----------   ----------
         Total current liabilities                87,770       12,204

Stockholders' equity (deficit)
   Common stock, $.005 and $.05
     par value, 25,000,000 and
     10,000,000 shares authorized,
     23,737,964 and 2,874,279 issued
     and outstanding at December 31,
     1995 and 1994                               118,690      143,713
   Additional paid in capital                 10,022,643    2,760,727
   Accumulated deficit                        (2,471,991)  (2,471,991)
   Deficit accumulated during the
     development stage                          (549,387)    (444,345)
                                              ----------   ----------
         Stockholders' equity (deficit)        7,119,955      (11,896)
                                              ----------   ----------
                                              $7,207,725   $      308
                                              ==========   ==========
</TABLE>

                 The accompanying notes are an integral part
                        of these financial statements


                                      F-4
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                      Consolidated Statement of Operations
                   Years ended December 31, 1995 and 1994 and
              the period January 1, 1992 through December 31, 1995
<TABLE>
<CAPTION>
                                                             Cumulative from
                                                              Jan. 1, 1992
                                                                 through
                                       1995         1994      Dec. 31, 1995
                                       ----         ----      -------------
<S>                                 <C>          <C>          <C>
Revenues
   Sales                            $        0   $        0   $    6,264
Expenses
   General and administrative           99,626       31,738      549,264
   Amortization                          2,469            0        2,469
   Depreciation                            281          467        3,501
                                    ----------   ----------   ----------
      Total expenses                   102,376       32,205      555,234
                                    ----------   ----------   ----------
           Loss from operations       (102,376)     (32,205)    (548,970)
                                    ----------   ----------   ----------
Other income (expense)
   Interest income                           4            4       14,265
   Interest expense                     (2,670)           0      (62,072)
   Gain (loss) on sale of asset              0            0       (3,613)
   Other income                              0            0        41,728
                                    ----------   ----------   ----------
      Total other income (expense)      (2,666)           4       (9,692)
                                    ----------   ----------   ----------
Loss from operations before income
  taxes and extraordinary items       (105,042)     (32,201)    (558,662)
Current income tax                           0            0            0
Deferred income tax                          0            0            0
                                    ----------   ----------   ----------
Loss from operations before
  extraordinary items                 (105,042)     (32,201)    (558,662)
Extraordinary items
  Gain on discharge of debt
  obligations (no tax effect)                0        9,275        9,275
                                    ----------   ----------   ----------
Net loss                            $ (105,042)  $  (22,926)  $ (549,387)
                                    ==========   ==========   ==========
Loss per share
 Loss before extraordinary item     $     (.02)  $     (.27)  $     (.31)
 Extraordinary items                         0          .08          .01
                                    ----------   ----------   ----------
Net loss                            $     (.02)  $     (.19)  $     (.30)
                                    ==========   ==========   ==========
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements


                                      F-5
<PAGE>
                      Resources of the Pacific Corporation
                   (Formerly Pit Stop Auto Centers, Inc.)
                        (A Development Stage Company)
          Consolidated Statement of Stockholders' Equity (Deficit)
                  January 1, 1992 through December 31, 1995
<TABLE>
<CAPTION>
                                                 Common Stock        Paid-in    Accumulated    Treasury
                                               Shares     Amount     Capital      Deficit       Stock
                                               ------     ------     -------      -------       -----
<S>                                           <C>       <C>         <C>           <C>          <C>

Balance at January 1, 1992                    1,094,279  $ 54,713  $ 2,810,977  $(2,471,991)  $(100,000)

Stock issued to an officer and director for
  cash, March, 1992, at $.0625 per share        300,000    15,000        3,750            0           0

Shares of treasury stock issued pursuant
  to loan agreement                                   0         0     (100,000)           0     100,000

Stock issued in connection with proposed
  acquisition, April, 1992                    1,364,000    68,200      (68,200)           0           0

Cancellation of stock issued in connection
  with unsuccessful proposed acquisition,
  October, 1992                              (1,364,000)  (68,200)      68,200            0           0

Net loss for the year ended Dec. 31, 1992             0         0            0     (251,989)          0
                                             ----------  --------  -----------  -----------    --------
Balance at December 31, 1992                  1,394,279    69,713    2,714,727   (2,723,980)          0

Stock issued to an officer and director
  for services rendered, June 18, 1993,
  at $.125 per share                            600,000    30,000       45,000            0           0

Net loss for the year ended Dec. 31, 1993             0         0            0     (169,430)          0
                                             ----------  --------  -----------  -----------    --------
Balance at December 31, 1993                  1,994,279    99,713    2,759,727   (2,893,410)          0

Stock issued to a corporation owned by the
  Company's president for payment of amounts
  payable, Feb. 7, 1994, at $.0533 per share    300,000    15,000        1,000            0           0

Stock issued to an officer and director for
  payment of cash advances in the amount of
  $19,000 and for services rendered in
  the amount of $10,000, September 1, 1994,
  at $.05 per share                             580,000    29,000            0            0            0

Net loss for the year ended Dec. 31, 1994             0         0            0      (22,926)           0
                                             ----------  --------  -----------   -----------     -------
Balance at December 31, 1994                  2,874,279   143,713    2,760,727   (2,916,336)           0

Stock issued to an officer for payment of
  cash advances in the amount of $4,850
  March 30, 1995, at $.075 per share             65,000     3,250        1,600            0            0

Stock issued to officer for payment of cash
  advances in the amount of $22,000
  June 30, 1995, at $.05 per share              440,000    22,000            0            0            0

One for twenty reverse stock split and
  change in par value to $.005               (3,210,315) (168,118)     168,118            0            0

Stock issued to acquire a subsidiary on
  September 7, 1995 at $.005 per share       22,219,000   111,095            0            0            0

Stock issued to acquire joint venture timber
  concessions on October 10, 1995, at
  $5.258 per share                            1,350,000     6,750    7,092,198            0            0

Net loss for year ended Dec.  31, 1995                0         0            0     (105,042)           0
                                             ----------  --------  -----------  -----------   ----------
Balance at  December 31, 1995                23,737,964  $118,690  $10,022,643  $(3,021,378)  $        0
                                             ==========  ========  ===========  ===========   ==========
</TABLE>
     The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                   Years ended December 31, 1995 and 1994 and
              the period January 1, 1992 through December 31, 1995

<TABLE>
<CAPTION>
                                                              Cumulative from
                                                               Jan. 1, 1992
                                                                  through
                                      1995          1994        Dec. 31, 1995
                                      ----          ----        -------------
<S>                                  <C>           <C>          <C>
Cash flows from operating
 activities
   Net loss                           $(105,042)   $  (22,926)   $ (549,387)
   Adjustments to reconcile
    net loss to net cash used
    by operating activities
      Depreciation and amortization       2,750           467         5,970
      Recognition of deferred
       income                                 0             0      (100,000)
      Assumption of assets and
       liabilities by President
       of Company                             0             0        55,949
      Issuance of stock in payment
        of accrued liabilities and
        cash advances                    26,850        10,000       111,850
      Decrease in accounts, other
       and notes receivable                   0             0       150,000
      Decrease in other assets                0             0       237,500
      Increase (decrease) in
       accounts payable and
       related party advances             2,896        11,544      (138,018)
      Increase in accrued expenses        2,670             0         2,670
                                     ----------    ----------    ----------
Net cash used by operating
  activities                            (69,876)         (915)     (223,466)

Cash flows from investing activities
   Proceeds from sale of property
    and equipment                             0             0         1,052
   Proceeds from sale of
    marketable securities                     0             0           626
   Payments for marketable
    securities                                0             0          (391)
                                    -----------    ----------    ----------
Net cash provided by
    investing activities                      0             0         1,287
</TABLE>


                                   (Continued)
                   The accompanying notes are an integral part
                          of these financial statements


                                      F-7
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                   Years ended December 31, 1995 and 1994 and
              the period January 1, 1992 through December 31, 1995
                                   (Continued)
<TABLE>
<CAPTION>
                                                           Cumulative from
                                                            Jan. 1, 1992
                                                               through
                                       1995        1994     Dec. 31, 1995
                                       ----        ----     -------------
<S>                                    <C>        <C>         <C>
Cash flows from financing activities
   Proceeds from notes payable          70,000         0         75,000
   Proceeds from common stock
    issuance                                 0         0         18,750
   Payments on notes payable, long-
    term debt, and capital lease
    obligations                              0         0         (5,000)
                                       -------    ------      ---------
Net cash provided by financing
   activities                           70,000         0         88,750
                                       -------    ------      ---------
Increase (decrease) in cash                124      (915)      (133,429)
Cash at beginning of year                   27       942        133,580
                                       -------    ------      ---------
Cash at end of year                    $   151    $   27      $     151
                                       =======    ======      =========
Supplemental disclosure of cash
   flow information
    Cash paid during the year for
    Interest                           $     0    $    0      $  24,013
    Income taxes                       $     0    $    0      $       0
</TABLE>
Supplemental schedule of noncash
  investing and financing activities
   For the year ended December 31, 1995

     The  Company  issued  65,000 and 440,000  shares of common  stock valued at
     $.075  and $.05 per share  respectively,  prior to the  reverse  stock
     split,  in payment of $26,850 in cash  advances  from an officer.  The
     Company issued  22,219,000  shares of common stock valued at $.005 per
     share to acquire 100% of the common stock of Resources of the Pacific,
     Inc.

                                   (Continued)
                   The accompanying notes are an integral part
                          of these financial statements


                                      F-8
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                   Years ended December 31, 1995 and 1994 and
              the period January 1, 1992 through December 31, 1995
                                   (Continued)

    The Company issued 1,350,000 shares of common stock valued at $5.258
    per share to acquire all the rights, title and interest in certain
    joint venture timber concessions.

   For the year ended December 31, 1994

    The Company issued 300,000 shares of common stock valued at $.0533
    per share to a corporation owned by the Company's president in payment
    of $12,000 in a related party accounts payable, and $4,000 in advances
    from a related party.

    The Company issued 580,000 shares of common stock valued at $.05 per
    share in payment of $19,000 in advances from an officer and director,
    and $10,000 for services rendered by an officer and director.


                   The accompanying notes are an integral part
                          of these financial statements


                                      F-9
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION AND CONSOLIDATION
    The  financial  statements  presented  are those of Resources of the Pacific
    Corporation  (the Company) and Resources of the Pacific,  Inc.  (Resources),
    its wholly owned subsidiary.

    The Company acquired Resources on September 7, 1995 in an exchange of common
    stock. Prior to and in conjunction with the acquisition, the Company had a 1
    for 20 reverse stock split. The financial  statements reflect the effects of
    this transaction.

    The Company was organized under the laws of the State of Nevada as 10 Minute
    Pit Stop USA,  Inc. in April,  1987. On April 30, 1987,  the Company  merged
    with Value Funding  Corporation,  a public corporation,  and the Company was
    designated as the surviving  corporation.  Value  Funding  Corporation  also
    owned a subsidiary,  6 Minute Pit Stop USA, Inc. The name of the Company was
    changed  in  April  1990  to Pit  Stop  Auto  Centers,  Inc.  The  Company's
    subsidiary,  6 Minute Pit Stop USA, Inc.,  filed for Chapter 7 bankruptcy in
    1988.  The  Company  acquired  a  controlling   interest  in  Grease  N'  Go
    International,  Inc.,  during 1987. During 1991, the Company disposed of its
    entire interest in Grease N' Go International, Inc. The Company is currently
    considered a development stage company as defined in SFAS No. 7. The Company
    reentered  the  development  stage  during 1992 after  disposing  of all its
    operations   during  1991  (see  Note  9).  The  Company  currently  has  no
    operations, but plans to commence operations in 1996 (see Note 13).

    PROPERTY AND EQUIPMENT
    Property and  equipment are recorded at cost which is  depreciated  over the
    estimated useful lives of the related assets. Depreciation is computed using
    the straight-line method for financial reporting purposes,  with accelerated
    methods used for income tax purposes. The estimated useful lives of property
    and equipment for purposes of financial reporting is 3 to 5 years.

    INTANGIBLE ASSETS
    Goodwill  consists of the excess  paid by the  Company  over the fair market
    value of the net assets  acquired from Resources and is being amortized over
    a 15 year period.


                                      F-10
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    LOSS PER SHARE
    The  computation  of loss per share of common stock is based on the weighted
    average  number of shares  outstanding  during the period  presented  giving
    retroactive  effect  to the 1 for  20  reverse  stock  split.  Common  stock
    equivalents were not included in the earnings per share computation as their
    effect was antidilutive.

    STATEMENT OF CASH FLOWS
    For  purposes of the  statement  of cash flows,  the Company  considers  all
    highly liquid debt investments  purchased with a maturity of three months or
    less to be cash equivalents.

    INCOME TAXES
    The Company  accounts for its income taxes in accordance  with  Statement of
    Financial  Accounting  Standards No. 109 "Accounting for Income Taxes" which
    requires the liability approach for the effect
    of income taxes.

2.  ACQUISITION

    On September 7, 1995,  the Company  acquired all of the  outstanding  common
    stock of Resources of the Pacific, Inc. in exchange for 22,219,000 shares of
    the Company's common stock. The acquisition has been accounted for using the
    purchase method and  accordingly,  the accompanying  consolidated  financial
    statements reflect this transaction at the date of acquisition.

3.  PROPERTY AND EQUIPMENT

    At December 31, 1995 and 1994 property and equipment  consisted  entirely of
    office equipment at a cost of $2,000.  Accumulated  depreciation at December
    31, 1995 and 1994 was $2,000 and $1,719.  Depreciation expense for the years
    ended December 31, 1995 and 1994 was recorded in the amount of $281 and $467
    respectively.

4.  INCOME TAXES

    Effective  January 1, 1993,  the  Company  adopted  Statement  of  Financial
    Accounting  Standards No. 109  "Accounting  for Income Taxes" which requires
    the liability approach for the effect of income taxes.


                                      F-11
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


4.  INCOME TAXES (CONTINUED)

    The Company has  available  at December 31, 1995 unused net  operating  loss
    carryforwards  of  approximately  $2,800,000  which may be  applied  against
    future  taxable  income and which expire in various years  beginning in 2005
    through 2010.  If certain  substantial  changes in the  Company's  ownership
    should  occur,  there  could be an annual  limitation  on the  amount of net
    operating  loss  carryforward  which  can be  utilized.  The  amount  of and
    ultimate   realization   of  the  benefits  from  the  net  operating   loss
    carryforwards  for income tax purposes is dependent,  in part,  upon the tax
    laws in effect, the future earnings of the Company, and other future events,
    the  effects  of which  cannot be  determined.  Because  of the  uncertainty
    surrounding  the  realization  of the loss  carryforwards  the  Company  has
    established  a  valuation  allowance  equal to the tax  benefit  of the loss
    carryforwards.  The change in the  valuation  allowance  is equal to the tax
    benefit of the current period's net loss.

5.  RELATED PARTY TRANSACTIONS

    At December  31, 1995 and 1994 the Company had $5,100 and $2,000 in advances
    from related parties.

    The Company made various issuances of common stock to related parties during
    1995 and 1994 (see Note 8).

    The Company entered into a financing agreement with International Bell, Inc.
    (Bell),  a  stockholder,  on September 7, 1995. As of December 31, 1995, the
    amount  borrowed  totaled  $70,000.  In March 1996, the Company  borrowed an
    additional $27,000.

    On January 14, 1992,  $200,000 was loaned to the Company from an  investment
    group comprised of an independent investment firm, the wife of the president
    of the Company,  and the Company's legal counsel. The loan was repaid on May
    21, 1992 with  $145,188,  $67,471 and $10,354  being paid to the  investment
    firm,  the wife of the  president  of the  Company and the  Company's  legal
    counsel, respectively. As part of the loan agreement, the Company issued its
    treasury  stock to the  investment  group with 16,250 shares being issued to
    the investment firm, 7,500 shares issued to the wife of the president of the
    Company, and 1,250 shares issued to the Company's legal counsel.


                                      F-12
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


5.  RELATED PARTY TRANSACTIONS (CONTINUED)

    In February of 1990 the Company  entered into an employment  agreement  with
    its  President  covering  a  five  year  period.  On  June  18,  1993,  in a
    transaction  approved  by the  Board  of  Directors,  the  Company  and  its
    President  canceled the employment  agreement and  transferred  title of the
    real  property  and  certificate  of  deposit  owned by the  Company  to the
    president of the Company.  In addition to the real property and  certificate
    of deposit, the president assumed the existing mortgage on the real property
    and all other liabilities  attached to the real property.  As of the date of
    these  financial  statements,  the Company has no continuing  liability with
    respect to the transferred assets and related liabilities or with respect to
    the employment agreement.

6.  GOING CONCERN

    The accompanying  financial statements have been prepared in conformity with
    generally accepted accounting  principles which contemplate  continuation of
    the  Company  as  a  going  concern.   However,  the  Company  has  incurred
    significant  losses of $105,042 and $22,926 for the years ended December 31,
    1995 and 1994 and has not yet established profitable operations. This raises
    substantial  doubt  about the  ability of the Company to continue as a going
    concern.  However,  management  has been  able to raise  significant  monies
    through the sale of stock (see Note 15), has obtained a financing  agreement
    giving  the  Company  the  ability  to borrow  $250,000,  and has  created a
    business  plan to begin  operations  again during 1996,  based on the timber
    concessions  acquired in 1995 (see Note 13), which alleviate the substantial
    doubt about the Company's ability to continue as a going concern.

7.  NOTES PAYABLE
<TABLE>
<CAPTION>
                                              1995        1994
                                            -------     ------
<S>                                         <C>         <C>
    Note payable to International Bell,
    Inc., a stockholder, bearing interest
    at twelve percent, payable on demand    $70,000     $   0
                                            =======     =====
</TABLE>


                                      F-13
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


8.  CAPITAL STOCK

    PUBLIC OFFERING
    On July 31, 1990, the Company  successfully  completed a public  offering of
    400,000 units for $10 per unit.  Each unit consisted of two shares of common
    stock and one common stock  purchase  warrant,  which when  exercised,  will
    entitle the holder to purchase one share of the  Company's  common stock for
    $7.50 per  share.  Commencing  March 31,  1991,  the  exercise  price of the
    warrants  was reduced to $3.50 per share.  The  warrants may be exercised at
    any time from July 31, 1991 through July 31, 1995.  No stock  warrants  were
    exercised.

    RELATED PARTY STOCK TRANSACTIONS
    On March 30,  1995,  the Company  issued  65,000  shares of its common stock
    valued at $.075 per share to the Company's President for payment of advances
    in the amount of $4,850. On June 30, 1995, the Company issued 440,000 shares
    of its common stock valued at $.05 per share, to the Company's President for
    payment of advances in the amount of $22,000.  These  transactions  occurred
    prior to the 1 for 20 reverse stock split.

    On  February  7, 1994,  the  Company  issued to a  corporation  owned by the
    Company's  President  300,000  shares of common  stock  valued at $.0533 per
    share,  for payment of advances in the amount of $4,000,  and for consulting
    services  rendered  valued at $12,000.  On  September  1, 1994,  the Company
    issued 580,000 shares of common stock valued at $.05 per share to an officer
    and  director  for  payment of  advances  in the  amount of $19,000  and for
    consulting services rendered valued at $10,000.

    On June 18,  1993,  the Company  issued to an officer and  director  600,000
    shares of common  stock  valued  at $.125  per share for  services  rendered
    valued at $75,000.

    In March, 1992, the Company issued to an officer and director 300,000 shares
    of common stock valued at $.0625 per share for $18,750 cash.

9.  DEVELOPMENT STAGE ACTIVITY

    The Company was previously involved in the operation of car service centers.
    In December of 1991 all  remaining  property,  inventories  and other assets
    used in the  operations of the service  centers were sold.  During 1992, the
    Company reentered the development stage because it no longer had any planned
    principal operations.


                                      F-14
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


10. COMMITMENTS AND CONTINGENCIES

    During 1992, the Company's former  advertising firm,  Yaranoff  Advertising,
    filed a lawsuit against the Company for non-payment for their services.  The
    total  amount  requested  in the  suit  approximates  $12,000.  The  Company
    countersued  on the  grounds  that due to  placement  of  advertisements  by
    Yaranoff,  which were not in compliance with specifications of the Company's
    major supplier,  the Company was unable to collect  approximately $27,000 in
    reimbursements from the supplier.  Both lawsuits were dismissed in February,
    1994 due to inactivity.

    During September,  1992, Kay & Kay Associates,  an environmental  consulting
    firm retained by the Company for the clean-up of a center in Oklahoma  City,
    filed suit against the Company for nonpayment for their services.  The total
    amount  of their  suit  approximates  $18,000.  In May  1995,  this suit was
    settled and payment of approximately $18,000 was made. This expense has been
    included in the financial statements as an operating expense.

    A claim  against  the  Company  was  settled on March 8, 1993.  The  dispute
    involved  a claim by B & K Fleet  Supply,  Inc.  for  unpaid  materials  and
    supplies  delivered to the  Company.  The Company did not oppose their claim
    and an arbitration  award of  approximately  $10,000 with costs and attorney
    fees  included  was  granted.  The $10,000  judgment has been accrued and is
    included in accounts  payable.  As of December 31, 1995, the amount owed had
    not been paid.

    The Company is not  currently  aware of any material  pending or  threatened
    litigation  which is  likely  to have a  material  adverse  effect  upon the
    Company.  However,  the possibility exists that creditors and others seeking
    relief from the Company's former  subsidiary and former  operations may also
    include  the Company in claims and suits  pursuant to the  parent/subsidiary
    relationship  which  previously  existed.  Management  believes  it would be
    successful  in defending  against such claims and that no material  negative
    impact on the financial condition of the Company would occur.  Management is
    also not aware of any pending or threatened  claims  against the Company for
    environmental  clean-up or environmental  related contingencies and believes
    there  are no  material  liabilities  that are  required  to be  accrued  or
    disclosed in connection with the clean-up of  environmental  hazards related
    to the Company's prior operations.


                                      F-15
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


11. EXTRAORDINARY ITEM

    During 1994, a lawsuit in which the Company was the  plaintiff  was settled,
    and the payment received in settlement was made directly to the attorney for
    the  Company.  Fees for  services  owed to the  attorney  in  excess  of the
    settlement  amount  were  forgiven,  and the amount  forgiven  ($9,275)  was
    recorded as extraordinary income.

12. STOCK OPTION PLAN

    The Company has a stock option  plan.  Under the plan,  non-qualified  stock
    options may be granted to key  employees,  directors and executive  officers
    designated  by the  Board of  Directors  (or a  committee  appointed  by the
    Board),  at exercise  prices equal to at least 100% of the fair market value
    of the common  stock on the date of grant.  In  addition  to  selecting  the
    optionees,  the Board (or such  committee)  determines  the number of shares
    subject to each option and otherwise  administers the Plan. There is a total
    of 105,000 shares reserved for this stock option plan. At December 31, 1995,
    55,000 shares remained available to be granted.

    Pursuant to the stock option plan, an Incentive  Stock Option was granted on
    January 30, 1991 to the President of the Company,  to purchase 50,000 shares
    of common stock. The exercise period is from January 30, 1992 to January 30,
    1996,  and the  exercise  price is $1.69 per share.  At December 31, 1995 no
    options had been exercised.

    Not pursuant to the plan, the Company  granted a stock option on January 30,
    1991 to the  President  of the Company to purchase  50,000  shares of common
    stock. The exercise period is from January 30, 1992 to January 30, 1996, and
    the exercise price is $1.69 per share.  At December 31, 1995, no options had
    been exercised.

13. JOINT VENTURE TIMBER CONCESSIONS

    On October 7, 1995, the Company  acquired from Resources of the Pacific LTD.
    all of its  rights,  title and  interest  in certain  joint  venture  timber
    concessions  for the  development  of timber  located in Fiji.  The  Company
    issued  1,350,000 shares of its common stock valued at $5.258 per share. The
    Company  shall be  entitled to sixty (60)  percent of any  profits  from the
    operations of these joint ventures.


                                      F-16
<PAGE>
                      Resources of the Pacific Corporation
                     (Formerly Pit Stop Auto Centers, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994


13. JOINT VENTURE TIMBER CONCESSIONS (CONTINUED)

    The Company  anticipates that these joint ventures will commence  operations
    during 1996,  ultimately providing a source of earnings and cash flow to the
    Company.

14. ACQUISITION/RESCISSION

    In April,  1992, the Company entered into an acquisition  agreement  wherein
    the Company  issued  1,364,000  shares of common stock to acquire all of the
    issued and outstanding  shares of Mountain View Benefits,  Inc., making it a
    wholly owned  subsidiary of the Company.  In October,  1992,  both companies
    agreed to terminate and abandon the acquisition  agreement because the terms
    of the acquisition had not been completed.

15. SUBSEQUENT EVENTS

    In  May,  1996,   the  Company  filed  amended  and  restated   Articles  of
    Incorporation  with the State of Nevada  increasing  the  authorized  common
    shares from 25,000,000 to  100,000,000,  changing the common stock par value
    from $.005 to $.001 per share and  authorizing  100,000  shares of preferred
    stock with a par value of $.001 per share.

    In May, 1996, the Company also filed a Certificate of Designation for 15,000
    shares of Series A, 12%  preferred  stock.  The  Company  sold 200 shares at
    $1,000 per share and received  subscriptions for an additional 600 shares at
    the same price.

    In May, 1996, the Company  acquired from Wood Products  International,  Inc.
    all of its rights,  title, and interest in a Marketing  Contract  associated
    with the joint  venture  timber  concessions  acquired in 1995.  The Company
    issued  1,350,000  shares of its common  stock  valued at $.001 per share in
    connection with this acquisition.


                                      F-17
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     Peterson,  Siler & Stevenson,  Certified Public  Accountants,  of Salt Lake
City,  Utah,  audited the  financial  statements of the Company for the calendar
years ended  December 31,  1994.  Following  the  Acquisition,  in April,  1996,
Peterson,  Siler & Stevenson was dismissed and H.J. Swart & Co., P.A., Certified
Public Accountants,  were retained as the Company's  principal  auditors.  There
were no disagreements  between the Company and Peterson,  Siler & Stevenson with
regard to accounting and financial disclosure.


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

     The  following  table  sets forth the names,  nature of all  positions  and
offices held by all directors and executive  officers of the Company at December
31,  1995 and as of the date of this  report,  and the period or periods  during
which  each  such  director  or  executive  officer  has  served  in  his or her
respective positions.

       Name                                    Position(s) Held
-----------------------          -----------------------------------------------

Robert A. Dietrich.............  President, Chief Executive Officer and Director
Ray Besharaty..................  Vice President and Director
John H. Brebbia................  Secretary and Director
Wayne M. Walters...............  Director

TERM OF OFFICE

     Each  of the  present  officers  was  appointed,  and  the  prior  officers
resigned,  upon  consummation of the Acquisition  between the Company and ROP on
September 7, 1995.  The terms of office of the current  officers  and  directors
shall continue until the next annual meeting of stockholders.

BUSINESS EXPERIENCE

     Robert A. Dietrich,  age 50 has served as the President and Chief Executive
Officer and Director of the Company since June,  1996.  From February of 1995 to
May of 1996 he was the Vice  President of Finance and  Operations of SBC Ltd. of
Torrance,  California;  from  February  of 1994 to  January  of 1995 he was self
employed as a financial  consultant and investment banker; and from January 1990
to February,  1994 he was the Managing Director and CFO of Ventana International
Ltd. of Irvine, California.

     Ray  Besharaty,  age 66 has been  associated  with the  Company  since  its
inception,  and for the previous five years has been involved in negotiating the
transactions  in Fiji. He was the President and Chief  Executive  Officer of the
Company until June of 1996 and has been a member of the Board of Directors since
September 7, 1995.

     John H.  Brebbia,  age 65 has served as  Secretary  and a  Director  of the
Company since  September 7, 1995. Mr. Brebbia is an attorney and has been in the
private  practice of law in Las Vegas,  Nevada since June,  1993.  From January,
1992 to June, 1993 he was Of Counsel to Foley and Joneo,  Las Vegas,  Nevada and
from 1988-1992 he was Of Counsel to Edwards & Kolesar, Las Vegas, Nevada.

     Wayne M. Walters, age 47, has served as a Director since September 7, 1995.
For the past ten years Mr. Walters has been employed by TRW.



                                      -5-
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Under the securities  laws of the United States,  the Company's  directors,
its  executive  officers,  and any persons  holding more than ten percent of the
Company's  Common Stock are required to report  their  initial  ownership of the
Company's  Common  Stock and any  subsequent  changes in that  ownership  to the
Securities  and Exchange  Commission.  Specific due dates for these reports have
been  established  and the  Company is  required  to  disclose in its report any
failure to file by these dates during 1995. All of the filing  requirements were
satisfied on a timely basis in 1995.  In making these  disclosures,  the Company
has relied solely on written statements of its directors, executive officers and
shareholders and copies of the reports that they filed with the Commission.

ITEM 10. EXECUTIVE COMPENSATION

     No  compensation of any nature was paid to any of the officers or directors
of the Company during 1994 or 1995.

     The  Company  has no  employment  agreements  with any of its  officers  or
directors.  Additionally,  there  are no  compensatory  plans  or  arrangements,
including payments to be received from the Company,  with respect to any officer
or director which would in any way result in payments to any such person because
of his or her  resignation,  retirement  or other  termination  of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company,  or a change in the  person's  responsibilities  following  a change in
control of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  is  furnished  as of  June  14,  1996,  to  indicate
beneficial  ownership  of  shares  of the  Company's  Common  Stock  by (1) each
shareholder of the Company who is known by the Company to be a beneficial  owner
of more than 5% of the Company's  Common Stock,  (2) each director,  nominee for
director and Named Officer of the Company,  individually,  and (3) all office in
the following table was provided by such persons.

<TABLE>
<CAPTION>
       Name and Address               Amount and Nature of
     of Beneficial Owner              Beneficial Ownership (1)  Percent of Class
     -------------------              ------------------------  ----------------
<S>                                      <C>                         <C>
Carol S. Lewis (2)...................     9,170,000                  36.55%
International Bell, Inc. (3).........    12,569,000                  50.01%
Robert A. Dietrich...................             *                       *
Ray Besharaty........................       790,048                   3.15%
John H. Brebbia......................             *                       *
Wayne M. Walters.....................             *                       *
All executive officers and directors.             *                       *
 as a group (3 persons)..............       790,048                   3.15%

</TABLE>
----------
*      Less than 1%.
(1)    The persons named in the table have sole voting and investment power with
       respect  to all shares of Common  Stock  shown as  beneficially  owned by
       them,  subject to community  property  laws,  where  applicable,  and the
       information contained in the footnotes to the table.
(2)    Address is 239 South McCarty Drive, Beverly Hills, CA 90212.

(3)    Address is P. O. Box 171, Mill Neck, NY 11765

CHANGES IN CONTROL

     To the  knowledge  of  management,  there are no  present  arrangements  or
pledges of  securities of the Company which may result in a change in control of
the Company.



                                      -6-
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     International Bell, Inc. the principal  shareholder has loaned money to the
Company.  The loan is repayable on demand with interest at 12% per annum.  As of
June 14, 1996, the Company had borrowed $100,000.

     During the two  calendar  years  ended  December  31,  1995,  there were no
material  transactions  or any  currently  proposed  transactions,  or series of
similar transactions, to which the Company was or is to be a party, in which the
amount involved exceeds $60,000 and in which any director or executive  officer,
or any  security  holder  who  is  known  to the  Company  to own of  record  or
beneficially  more than 5% of any class of the Company's  common  stock,  or any
member of the immediate family of any of the foregoing persons, had an interest.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)    EXHIBITS
<TABLE>
<CAPTION>
                                                                  Sequentially
  Exhibit                                                           Numbered
  Number                      Description of Exhibit                  Page
  -------                     ----------------------              ------------
<S>    <C>                                                             <C>

  2.1  Acquisition Agreement dated July 11, 1995 between Pit Stop
       Auto Centers, Inc. and the shareholders of Resources of the
       Pacific, Inc. - incorporated by reference to the exhibits
       filed with the Company's Current Report on Form 8-K dated
       July 28, 1995                                                    *
  2.2  Acquisition  Agreement dated  September 7, 1996 between
       Resources of the Pacific  Corporation  and the  shareholders
       of Resources of the Pacific, Inc.                                (1)
  3.1  Articles of  Incorporation  of Resources of the Pacific  Corporation,  as
       amended -  incorporated  by  reference  to the  exhibits  filed  with the
       Company's Current Report on Form 8-K dated July 28, 1995 *
  3.2  Bylaws of Resources of the Pacific Corporation, as amended
       - incorporated by reference to the exhibits filed with the
       Company's Form 8-A                                               *
 10.1  Exclusive Marketing Agreement dated June 14, 1995 between
       Resources of the Pacific Ltd. and Wood Products
       International Ltd.                                               (1)
 10.2  Termination Agreement dated March 3, 1996 between Resources
       of the Pacific Ltd., Resources of the Pacific, Inc. and
       Resources of the Pacific Corporation                             (1)
 10.3  Termination Agreement dated April 3, 1996 between Wood
       Products International, Inc., Resources of the Pacific, Inc.
       and Resources of the Pacific Corporation                         (1)
 10.4  Acquisition Agreement dated April 1, 1996 between Resources
       of the Pacific Ltd. and Resources of the Pacific Corporation     (1)
 10.5  Agreement  dated  September  7, 1995  between  Resources
       of the  Pacific Corporation and International Bell, Inc.         (1)
 10.6  Amendment to Agreement dated  September 7, 1995 between
       Resources of the Pacific Corporation and International Bell,
       Inc.                                                             (1)
 10.7  Agreement  dated  March  12,  1996  between   Resources
       of  the  Pacific Corporation and International Bell, Inc.        (1)
 10.8  Acquisition Agreement dated May 3, 1996 between Resources
       of the Pacific Corporation and Wood Products International,
       Inc.                                                             (1)
 10.9  Amendment  to  Acquisition  Agreement  between  Resources
       of the Pacific Corporation and the Shareholders of Resources
       of the Pacific, Inc.                                             (1)
</TABLE>
----------
*      Incorporated by reference pursuant to Exchange Act Rule 12b-23.
(1)    Previously filed.


(B)    REPORTS ON FORM 8-K

     No reports on Form 8-K were filed by the Company  during the quarter  ended
December 31, 1995.


                                      -7-
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                         RESOURCES OF THE PACIFIC, INC.


Date:  January 10, 1997  By /s/ Robert A. Dietrich
                         -------------------------
                         Robert A. Dietrich
                         President and Chairman of the Board


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:


/s/ Robert A. Dietrich
-----------------------  President, Chief Executive Officer    January 10, 1997
Robert A. Dietrich       and Director (Principal Executive
                         Officer)

/s/ Ray Besharaty
-----------------------  Vice President and Director           January 10, 1997
Ray Besharaty            (Principal Financial Officer)

/s/ John H. Brebbia
-----------------------  Secretary and Director                January 10, 1997
John H. Brebbia

/s/ Wayne M. Walters
-----------------------  Director                              January 10, 1997
Wayne M. Walters


                                      -8-