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: April 9, 1998


                          PURSUIT VENTURE CORPORATION
                          ---------------------------
             (Exact name of registrant as specified in its charter)



            Delaware                    33-38214-D               62-1458678
            --------                    ----------               ----------
(State or Other Jurisdiction of     Commission File No.      (I.R.S. Employer
Incorporation or Organization)                               Identification No.)



                                1621 Altivo Way
                         Los Angeles, California 90026
                         -----------------------------
                    (Address of principal executive offices)


              Registrant's telephone number, including area code:
                                 (818) 980-0929
                         ------------------------------

       Registrant's Name or former address, if changed since last Report:


            This Report contains three sequentially numbered pages.






                               Page one of three

<PAGE>




ITEM 1.

Changes in Securities

     As of December  31,  1997,  the Company  had no assets and  liabilities  of
$20,000.  In these  circumstances,  the  Company  was  neither  able to meet its
current  obligations nor provide for the  operational  expenses of its continued
existence.  Management was therefore  faced with the decision of liquidating the
Company  in  which  case all  stockholders  would  have  lost  any  value  their
shareholding  in the Company  may have had. In order to avoid this  eventuality,
the  Company's  sole  Director  and Officer,  Patrick C.  Brooks,  undertook to
satisfy the Company's  obligations  in exchange for 1,500,000  shares of Common
Stock.  This  transaction  took place on April 9, 1998. This transaction was not
conducted at arm's length.

     Prior to the aforesaid  transaction,  Mr. Brooks held 230,000 shares of the
Common Stock,  representing 46% of the issued and outstanding  stock.  After the
transaction,  he  held  1,730,000  shares  of  stock  representing  87%  of  the
outstanding stock.





                               Page two of three

<PAGE>





SIGNATURES


Pursuant to the  requirements  of the Securities Act of 1934, the Registrant has
duly  caused this  report to be signed on its behalf by the  undersigned  hereto
duly authorized.

                                           PURSUIT VENTURE CORPORATION



                                           /s/ Patrick C. Brooks
                                           -------------------------------------
                                           Patrick C. Brooks
                                           Director, President and Secretary

Date:  April 9, 1998


                              Page three of three
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{"company-data": {"conformed-name": "PURSUIT VENTURE CORP", "cik": "0000870751", "assigned-sic": "6770", "irs-number": "621458678", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-38214", "film-number": "98710411"}, "business-address": {"street1": "1621 ALTIVO WAY", "city": "LOW ANGELES", "state": "CA", "zip": "90026", "phone": "8189800929"}, "mail-address": {"street1": "1621 ALTIVO WAY", "city": "LOS ANGELES", "state": "CA", "zip": "90026"}}
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: April 9, 1998

                          PURSUIT VENTURE CORPORATION
                          ---------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                    33-38214-D               62-1458678
            --------                    ----------               ----------
(State or Other Jurisdiction of     Commission File No.      (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                                1621 Altivo Way
                         Los Angeles, California 90026
                         -----------------------------
                    (Address of principal executive offices)

              Registrant's telephone number, including area code:
                                 (818) 980-0929
                         ------------------------------

       Registrant's Name or former address, if changed since last Report:

            This Report contains three sequentially numbered pages.

                               Page one of three
ITEM 1.

Changes in Securities

     As of December  31,  1997,  the Company  had no assets and  liabilities  of
$20,000.  In these  circumstances,  the  Company  was  neither  able to meet its
current  obligations nor provide for the  operational  expenses of its continued
existence.  Management was therefore  faced with the decision of liquidating the
Company  in  which  case all  stockholders  would  have  lost  any  value  their
shareholding  in the Company  may have had. In order to avoid this  eventuality,
the  Company's  sole  Director  and Officer,  Patrick C.  Brooks,  undertook to
satisfy the Company's  obligations  in exchange for 1,500,000  shares of Common
Stock.  This  transaction  took place on April 9, 1998. This transaction was not
conducted at arm's length.

     Prior to the aforesaid  transaction,  Mr. Brooks held 230,000 shares of the
Common Stock,  representing 46% of the issued and outstanding  stock.  After the
transaction,  he  held  1,730,000  shares  of  stock  representing  87%  of  the
outstanding stock.

                               Page two of three
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1934, the Registrant has
duly  caused this  report to be signed on its behalf by the  undersigned  hereto
duly authorized.

                                           PURSUIT VENTURE CORPORATION

                                           /s/ Patrick C. Brooks
                                           -------------------------------------
                                           Patrick C. Brooks
                                           Director, President and Secretary

Date:  April 9, 1998

                              Page three of three