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 earliest event reported, February 18, 2000



                         PACIFIC DEVELOPMENT CORPORATION



         Colorado                  000-26186                   84-1209978
------------------------         ------------------           -----------
(State of Incorporation)      (Commission File Number)        (IRS I.D. Number)



                     1599 Post Road East Westport, CT     06880
               --------------------------------------------------
               (Address of principal executive offices)(Zip Code)

                                 (203) 221-2825
              ----------------------------------------------------
              (Registrant's telephone number, including area code)





                         PACIFIC DEVELOPMENT CORPORATION
                              211 West Wall Street
                              Midland, Texas 79701
             ------------------------------------------------------
             (Former name or address, if changed since last report)

<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

Pursuant to an  Agreement  and Plan of Merger  dated as of January 21, 2000 (the
"Agreement") by and among Pacific Development  Corporation (the "Corporation") a
Colorado  corporation,  with offices at 211 West Wall St. Midland,  Texas 79701,
the Corporation's executive officers, the Corporation's wholly owned subsidiary,
Cheshire  Holdings,   Inc.,  a  Delaware  corporation   ("Holdings"),   Cheshire
Distributors,  Inc.,  a  Delaware  corporation,  with  offices at 191 Post Road,
Westport, CT 06880 ("Distributors") and 100% of the shareholders of Distributors
(the  "Distributors  Shareholders"),  Distributors  was merged with  Holdings in
consideration  of the issuance to the  Distributors  Shareholders  of 10,000,000
shares of the Corporation's  common stock (the "Corporate  Shares") on the basis
of  4,957.858  Corporate  Shares  for each of the  2,017  outstanding  shares of
Distributors.

Immediately after the closing, a total of 10,365,000 shares of the Corporation's
common stock were issued and outstanding  (including  227,717 shares issued to a
consultant  registered on Form S-8). The 10,000,000  Corporate  Shares issued to
the Distributors Shareholders represent approximately 96.5% of the Corporation's
issued  and  outstanding  shares  of  common  stock.   Hence,  the  Distributors
Shareholders  have effective  control of the  Corporation.  The Corporate Shares
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act").  The Corporate  Shares were issued under an exemption from  registration
pursuant  to  Section  4(2)  of  the  Act.  The  Corporate   Shares  are  deemed
"restricted"  securities under the Act, and may not be sold or transferred other
than  pursuant  to an  effective  registration  statement  under  the Act or any
exemption from registration requirements of the Act.

Pursuant  to  the  Agreement,  and  by  Written  Consent  of a  Majority  of the
Shareholders  of the Corporation  dated as of the closing of the Agreement,  the
Corporation's  existing Board of Directors  resigned and  Messrs.Lev  Greenberg,
Gilad Gat and Willem  Oost-Lievense were appointed to the Corporation's Board of
Directors.  In addition,  Mr.  Greenberg was elected to serve as the Chairman of
the Board and  President,  Mr. Gat was elected to serve as a Vice  President and
Treasurer,  Mr.  Oost-Lievense  was elected to serve as Senior  Vice  President,
Chief Executive Officer and a Director,  and Samuel Goldman was elected to serve
as  Secretary  of  the  Corporation.   Accordingly,  the  Corporation's  current
directors and officers are set forth in the following table:

NAME                       POSITION

Lev Greenberg              Chairman of the Board and President

Gilad Gat                  Vice President, Treasurer, & Director


<PAGE>



Willem Oost-Lievense       Senior Vice President,
                               Chief Executive Officer and Director

Samuel Goldman             Secretary

Distributors  has entered into a Stock Purchase  Agreement  dated  September 23,
1999 to acquire  the capital  stock of Cardoso  Cigarette  Depot  (PTY)  Limited
("Cardoso") a distributor  of  confectionary,  tobacco and cosmetic  products in
South  Africa.  Cardoso's  revenues in fiscal year ended  February  28, 1999 was
$121,000,000 U.S. This transaction has not yet been closed.

Cardoso is the largest  distributor of tobacco products in South Africa.  It has
some 300  employees,  about 100 vehicles and a substantial  amount of commercial
property.  Cardoso  maintains  warehouse/branches  in  Johannesburg,   Pretoria,
Pietersburg,  Welkom,  Klerksdorp and Ermelo. Each of the warehouse/branches are
organized as local profit centers, with their own marketing and sales agents and
warehouse/branch  managers. Cardoso is exploring the possibility of opening more
depots soon in the south (Cape Town region) and in the east  (Durban  region) of
South Africa.

The registrant is not aware of any  arrangements  that may result in a change in
control subsequent to the date hereof.

Item 7.  Financial Statements and Exhibits

  (c)  Exhibits.

         2.1      Agreement  and Plan of Merger  dated as of January 21, 2000 by
                  and among Pacific  Development  Corporation (the "Corporation"
                  or the "Registrant") a Colorado  corporation,  with offices at
                  211 West Wall St.  Midland,  Texas  79701,  the  Corporation's
                  executive  officers,   Cheshire  Holdings,  Inc.,  a  Delaware
                  corporation.,   the  Corporation's  wholly  owned  subsidiary,
                  Cheshire  Distributors,  Inc.,  a Delaware  corporation,  with
                  offices at 191 Post Road, Westport, CT 06880  ("Distributors")
                  and 100% of the shareholders of Distributors.

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

                                               PACIFIC DEVELOPMENT CORPORATION
                                               -------------------------------
                                                        (Registrant)
Dated: March 3, 2000

                                            By:/s/ Gilad Gat
                                               -------------------------------
                                               Gilad Gat, Vice President
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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

               Date of earliest event reported, February 18, 2000

                         PACIFIC DEVELOPMENT CORPORATION

         Colorado                  000-26186                   84-1209978
------------------------         ------------------           -----------
(State of Incorporation)      (Commission File Number)        (IRS I.D. Number)

                     1599 Post Road East Westport, CT     06880
               --------------------------------------------------
               (Address of principal executive offices)(Zip Code)

                                 (203) 221-2825
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                         PACIFIC DEVELOPMENT CORPORATION
                              211 West Wall Street
                              Midland, Texas 79701
             ------------------------------------------------------
             (Former name or address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

Pursuant to an  Agreement  and Plan of Merger  dated as of January 21, 2000 (the
"Agreement") by and among Pacific Development  Corporation (the "Corporation") a
Colorado  corporation,  with offices at 211 West Wall St. Midland,  Texas 79701,
the Corporation's executive officers, the Corporation's wholly owned subsidiary,
Cheshire  Holdings,   Inc.,  a  Delaware  corporation   ("Holdings"),   Cheshire
Distributors,  Inc.,  a  Delaware  corporation,  with  offices at 191 Post Road,
Westport, CT 06880 ("Distributors") and 100% of the shareholders of Distributors
(the  "Distributors  Shareholders"),  Distributors  was merged with  Holdings in
consideration  of the issuance to the  Distributors  Shareholders  of 10,000,000
shares of the Corporation's  common stock (the "Corporate  Shares") on the basis
of  4,957.858  Corporate  Shares  for each of the  2,017  outstanding  shares of
Distributors.

Immediately after the closing, a total of 10,365,000 shares of the Corporation's
common stock were issued and outstanding  (including  227,717 shares issued to a
consultant  registered on Form S-8). The 10,000,000  Corporate  Shares issued to
the Distributors Shareholders represent approximately 96.5% of the Corporation's
issued  and  outstanding  shares  of  common  stock.   Hence,  the  Distributors
Shareholders  have effective  control of the  Corporation.  The Corporate Shares
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act").  The Corporate  Shares were issued under an exemption from  registration
pursuant  to  Section  4(2)  of  the  Act.  The  Corporate   Shares  are  deemed
"restricted"  securities under the Act, and may not be sold or transferred other
than  pursuant  to an  effective  registration  statement  under  the Act or any
exemption from registration requirements of the Act.

Pursuant  to  the  Agreement,  and  by  Written  Consent  of a  Majority  of the
Shareholders  of the Corporation  dated as of the closing of the Agreement,  the
Corporation's  existing Board of Directors  resigned and  Messrs.Lev  Greenberg,
Gilad Gat and Willem  Oost-Lievense were appointed to the Corporation's Board of
Directors.  In addition,  Mr.  Greenberg was elected to serve as the Chairman of
the Board and  President,  Mr. Gat was elected to serve as a Vice  President and
Treasurer,  Mr.  Oost-Lievense  was elected to serve as Senior  Vice  President,
Chief Executive Officer and a Director,  and Samuel Goldman was elected to serve
as  Secretary  of  the  Corporation.   Accordingly,  the  Corporation's  current
directors and officers are set forth in the following table:

NAME                       POSITION

Lev Greenberg              Chairman of the Board and President

Gilad Gat                  Vice President, Treasurer, & Director
Willem Oost-Lievense       Senior Vice President,
                               Chief Executive Officer and Director

Samuel Goldman             Secretary

Distributors  has entered into a Stock Purchase  Agreement  dated  September 23,
1999 to acquire  the capital  stock of Cardoso  Cigarette  Depot  (PTY)  Limited
("Cardoso") a distributor  of  confectionary,  tobacco and cosmetic  products in
South  Africa.  Cardoso's  revenues in fiscal year ended  February  28, 1999 was
$121,000,000 U.S. This transaction has not yet been closed.

Cardoso is the largest  distributor of tobacco products in South Africa.  It has
some 300  employees,  about 100 vehicles and a substantial  amount of commercial
property.  Cardoso  maintains  warehouse/branches  in  Johannesburg,   Pretoria,
Pietersburg,  Welkom,  Klerksdorp and Ermelo. Each of the warehouse/branches are
organized as local profit centers, with their own marketing and sales agents and
warehouse/branch  managers. Cardoso is exploring the possibility of opening more
depots soon in the south (Cape Town region) and in the east  (Durban  region) of
South Africa.

The registrant is not aware of any  arrangements  that may result in a change in
control subsequent to the date hereof.

Item 7.  Financial Statements and Exhibits

  (c)  Exhibits.

         2.1      Agreement  and Plan of Merger  dated as of January 21, 2000 by
                  and among Pacific  Development  Corporation (the "Corporation"
                  or the "Registrant") a Colorado  corporation,  with offices at
                  211 West Wall St.  Midland,  Texas  79701,  the  Corporation's
                  executive  officers,   Cheshire  Holdings,  Inc.,  a  Delaware
                  corporation.,   the  Corporation's  wholly  owned  subsidiary,
                  Cheshire  Distributors,  Inc.,  a Delaware  corporation,  with
                  offices at 191 Post Road, Westport, CT 06880  ("Distributors")
                  and 100% of the shareholders of Distributors.

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

                                               PACIFIC DEVELOPMENT CORPORATION
                                               -------------------------------
                                                        (Registrant)
Dated: March 3, 2000

                                            By:/s/ Gilad Gat
                                               -------------------------------
                                               Gilad Gat, Vice President