SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 6-K
Report of Foreign Issuer
FOR PERIOD ENDED DECEMBER 9, 2002
COMMISSION FILE NUMBER: (SEC File No: 0-30006)
SUNGOLD ENTERTAINMENT CORP.
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(Translation of registrant's name into English)
#500 - 666 Burrard Street
Vancouver, British Columbia
Canada, V6C 3P6
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F __
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ____ No _X_
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FORM 45-902F
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Securities Act
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Report of Exempt Distribution
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(Please refer to the instructions before completing the information below)
1. State the full name, address and telephone number of the issuer of the
security distributed:
SUNGOLD ENTERTAINMENT CORP.
#500 - 666 Burrard Street,
Vancouver, BC V6C 3P6
Telephone: (604) 669-9580
2. State whether the issuer is or is not a reporting issuer and, if reporting,
the jurisdictions in which it is reporting:
Reporting in British Columbia.
3. State whether the issuer is listed or quoted on any stock exchange or
trading or quotation system and, if so, which stock exchange or trading or
quotation system.
The NASD OTC Bulletin Board and the Frankfurt Stock Exchange.
4. Describe the type of security and the aggregate number distributed. If the
securities is convertible or exchangeable, describe the type of underlying
security, the terms of exercise or conversion and any expiry date.
1,000,000 Units, each Unit consisting of one common share and one
non-transferable share purchase warrant. Each warrant entitles the holder to
purchase one additional common share of the Company for a period of three years
at a price of $0.06 US per share.
5. Provide the following information for each type of security distributed.
Consult Multilateral Instrument 45-102 Resale of Securities to determine
what restricted or seasoning period applies to the security.
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Full Name of Length of
Purchaser and Any
Municipality Price Per Restricted
and Number of Security / or
Jurisdiction Securities Date of Total Purchase Exemption Seasoning
of Residence Purchased Distribution Price ($CDN) Relied On Period
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KIM N. HART 700,000 December 9, CDN $0.09285. Sections N/A
Vancouver, BC Units 2002 per Unit 45(2)(10)
/CDN $64,995. and 74(2)(9)
(US $0.06 per Unit/ of the
US $42,000) Act
- -------------- --------------- ------------ ----------------- ------------ ----------
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Full Name of Length of
Purchaser and Any
Municipality Price Per Restricted
and Number of Security / or
Jurisdiction Securities Date of Total Purchase Exemption Seasoning
of Residence Purchased Distribution Price ($CDN) Relied On Period
- -------------- --------------- ------------ ----------------- ------------ ----------
DONALD R. 300,000 December 9, CDN $0.09285 Sections N/A
HARRIS Units 2002 per Unit/ 45(2)(10) and
Wayzata, MN CDN $27,855. 74(2)(9) of
USA (US $0.06 per Unit/ the
US $18,000) Act
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6. Disclose the following information in a schedule to the Form 45-902F. The
information in the schedule is not available to the public.
See Schedule 'A'
7. State the total dollar value (Canadian $) of the securities distributed by
the issuer to purchasers resident in British Columbia. This total dollar
value must be used for calculating the fee payable for filing this report
with the British Columbia Securities Commission.
$92,850. CDN (60,000 USD)
8. Provide the following information for each person who is being compensated
in connection with the distribution(s) of the security. When disclosing
compensation paid or to be paid, include discounts, commissions or other
fees or payments of a similar nature directly related to the distribution.
Do not include payments for services incidental to the trade, such as
clerical, printing, legal or accounting services.
If the compensation is in the form of a security, include the exemption under
which the security is being distributed. If the security is being distributed
on a later date, the issuer must file a separate Report of Distribution with the
applicable filing fee.
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Compensation Paid
Name and Address of (Number and Type of
Person Being Compensated Security and/or Price Per Share
Cash Amount (Canadian $) (Canadian $)
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Not Applicable.
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The undersigned hereby certifies that the statements made in this report and any
schedule to this report are true and correct.
DATED at Vancouver, British Columbia this 9th day of December 2002.
SUNGOLD ENTERTAINMENT CORP.
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Name of Issuer (Please print)
/s/ Kim Noble Hart
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Signature of authorized signatory
Kim Noble Hart, CEO
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Name and office of authorized signatory
(Please print)
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A RECORD REQUIRED TO BE
FILED OR PROVIDED UNDER THE SECURITIES ACT OR SECURITIES RULES THAT, AT THE TIME
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AND IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A
MISREPRESENTATION.
INSTRUCTION:
File this report with the British Columbia Securities Commission on or before
the 10th day after the distribution of the security with a completed Fee
Checklist and the required fee. In order to determine the fee payable, consult
item 19 of section 22 of the Securities Regulation, R.B.C. Reg. 196/197, as
amended. For calculating the fee payable, use the total dollar value of the
securities distributed in British Columbia set out in item 7 of this report.
Cheques should be made payable to the "British Columbia Securities Commission".
For further information and guidance on preparing and filing this report, please
refer to FAQs at www.bcsc.bc.ca.
Notice - Collection and Use of Personal Information
The personal information required under this form is collected on behalf of and
used by the British Columbia Securities Commission for the purposes of the
administration and enforcement of the Securities Act. All of the information
required under this form, except for the information contained in the schedule
required under section 6, is made available to the public under the Securities
Act. If you have any questions about the collection and use of information,
contact the British Columbia Securities Commission, P.O. Box 10142, Pacific
Centre, 701 West Georgia Street, Vancouver, BC V7Y 1L2. Telephone
604-899-6854. Toll free in British Columbia and Alberta 1-800-373-6393.
SCHEDULE 'A'
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Telephone Number Type of
Full Name and and E-Mail Security
Residential Address Address of and Number Exemption
of Purchaser Purchaser Purchased Relied On
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KIM N. HART (604) 669-9580 700,000 Units Section 45(2)(10)
#2604, 699 Cardero Street khart@sungoldent.com and
Vancouver, BC V6G 3H7 Section
74(2)(9)
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Telephone Number Type of
Full Name and and E-Mail Security
Residential Address Address of and Number Exemption
of Purchaser Purchaser Purchased Relied On
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DONALD R. HARRIS (612) 325 9843 300,000 Units Section 45(2)(10)
#320, 205 Barry Avenue, So. way205@aol.com and
Wayzata MN. USA 55391-1642 Section 74(2)(9)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 6-K for the period ended December
9, 2002 to be signed on its behalf by the undersigned, thereunto duly
authorized.
SUNGOLD ENTERTAINMENT CORP.
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(the Registrant)
Date: December 9, 2002 By:* /s/ Kim Noble Hart
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Kim Noble Hart, CEO
*Print name and title under the signature of the signing officer
GENERAL INSTRUCTIONS
A. Rule as to Use of Form 6-K
This form shall be used by foreign private issuers which are required to
furnish reports pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange
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Act of 1934.
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B. Information and Document Required to be Furnished
Subject to General Instruction D herein, an issuer furnishing a report on
this form shall furnish whatever information, not required to be furnished on
Form 40-F or previously furnished, such issuer (i) makes or is required to make
public pursuant to the law of the jurisdiction of its domicile or in which it is
incorporated or organized, or (ii) files or is required to file with a stock
exchange on which its securities are traded and which was made public by that
exchange, or (iii) distributes or is required to distribute to its security
holders.
The information required to be furnished pursuant to (i),(ii) or (iii)
above is that which is material with respect to the issuer and its subsidiaries
concerning: changes in business; changes in management or control; acquisitions
or dispositions of assets; bankruptcy or receivership; changes in registrant's
certifying accountants; the financial condition and results of operations;
material legal proceedings; changes in securities or in the security for
registered securities; defaults upon senior securities; material increases or
decreases in the amount outstanding of securities or indebtedness; the results
of the submission of matters to a vote of security holders; transactions with
directors, officers or principal security holders; the granting of options or
payment of other compensation to directors or officers; and any other
information which the registrant deems of material importance to security
holders.
This report is required to be furnished promptly after the material
contained in the report is made public as described above. The information and
documents furnished in this report shall not be deemed to be "filed" for the
purposes of Section 18 of the Act or otherwise subject to the liabilities of
that section.
If a report furnished on this form incorporates by reference any
information not previously filed with the Commission, such information must be
attached as an exhibit and furnished with the form.
C. Preparation and Filing of Report
This report shall consist of a cover page, the document or report furnished
by the issuer, and a signature page. Eight complete copies of each report on
this form shall be deposited with the Commission. At least one complete copy
shall be filed with each United States stock exchange on which any security of
the registrant is listed and registered under Section 12(b) of the Act. At
least one of the copies deposited with the Commission and one filed with each
such exchange shall be manually signed. Unsigned copies shall be conformed.
D. Translations of Papers and Documents into English
Reference is made to Rule 12b-12(d) [17 CFR 240.12b-12(d)]. Information
required to be furnished pursuant to General Instruction B in the form of press
releases and all communications or material distributed directly to security
holders of each class of securities to which any reporting obligation under
Section 13(a) or 15(d) of the Act relates shall be in the English language.
English versions or adequate summaries in the English language of such materials
may be furnished in lieu of original English translations.
Notwithstanding General Instruction B, no other documents or reports,
including prospectuses or offering circulars relating to entirely foreign
offerings, need be furnished unless the issuer otherwise has prepared or caused
to be prepared English transactions, English versions or summaries in English
thereof. If no such English translations, versions or summary have been
prepared, it will be sufficient to provide a brief description in English of any
such documents re reports. In no event are copies of original language
documents or reports required to be furnished.