UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
AMENDMENT NO. 3
[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ________
Commission file number: 0-50112
TRI-LATERAL VENTURE CORPORATION
(Exact name of Registrant as specified in its charter)
Ontario, Canada
(Jurisdiction of incorporation or organization)
750 West Pender St., #604, Vancouver, British Columbia V6C 2T7
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of
Capital or common stock as of the close of the period covered by the annual
report. 3,372,054
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 days. Yes ___ No XXX
Indicate by check mark which financial statement item the registrant has elected
to follow: Item 17 XXX Item 18 ___
Page 1 of 15
TRI-LATERAL VENTURE CORPORATION
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Stated in Canadian Dollars
MORGAN & COMPANY Chartered Accountants
AUDITORS' REPORT
To the Shareholders,
Tri-Lateral Venture Corporation (A Development Stage Company)
We have audited the balance sheets of Tri-Lateral Venture Corporation as at
December 31, 2001 and 2000 and the statements of operations, shareholders'
deficiency and cash flows for the years ended December 31, 2001 and 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with Canadian and United States of America
generally accepted auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis
evidence supporting the amounts and disclosures in the 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2001 and
2000 and the results of its operations and its cash flows for the years ended
December 31, 2001 and 2000 in accordance with Canadian generally accepted
accounting principles.
The financial statements as at December 31, 1999 and for the year then ended
were audited by other auditors who expressed an opinion without reservation
on those financial statements in their report dated April 24, 2000.
Vancouver, Canada "Morgan & Company"
April 30, 2002 Chartered Accountants
COMMENTS BY AUDITOR FOR US READERS ON CANADA - US REPORTING CONFLICT
In the United States, reporting standards for auditors require the addition
of an explanatory paragraph (following the opinion paragraph) when there is
substantial doubt about a company's ability to continue as a going concern.
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a going concern which assumes the realiz-
ation of assets and discharge of liabilities in the normal course of business.
As discussed in Note 1 to the accompanying financial statements, the Company
has a working capital deficiency and has incurred substantial losses from
operations which raises substantial doubt about the Company's a bility to
continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Our report to the shareholders dated April 30, 2002 is expressed in accordance
with Canadian reporting standards which do not permit a reference to such
uncertainty in the auditors' report when the uncertainty is adequately disclosed
in the financial statements.
Vancouver, Canada "Morgan & Company"
April 30, 2002 Chartered Accountants
PO Box 10007 Pacific Centre, Suite 1488 - 700 West Georgia Street,
Vancouver, BC Tel: (604) 687-5841 Fax: (604)687-0075 Member of ACPA
Page 2 of 15
AUDITORS' REPORT
To the Shareholders,
Tri-Lateral Venture Corporation
We have audited the balance sheets of Tri-Lateral Venture Corporation as at
December 31, 1999 and 1998 and the statements of loss and deficit and cash flows
for the years then ended. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at December 31, 1999 and 1998
and the results of its operations and its cash flows for the years then ended in
accordance with generally accepted accounting principles.
Vancouver, Canada "AMISANO HANSON"
April 24, 2000 Chartered Accountants
750 WEST PENDER STREET, SUITE 604, VANCOUVER, BC, CANADA V6C 2T7
TELEPHONE: (604) 689-0188
FACSIMILE: (604) 689-9773
E-MAIL: amishan@istar.ca
Page 3 of 15
TRI-LATERAL VENTURE CORPORATION
(A Development Stage Company)
BALANCE SHEETS
December 31, 2001 and 2000
(Stated in Canadian Dollars)
2001 2000
$ $
ASSETS
Current
Cash 236,682 31,166
Accounts receivable 1,003 5,995
Prepaid expense - 10,000
--------- ---------
237,685 47,161
Promissory note receivable - Notes 3 and 9 500,000 -
--------- ----------
737,685 47,161
========= ==========
LIABILITIES
Current
Accounts payable and accrued liabilities
- Notes 6 and 10 261,311 139,557
Loans payable - Notes 4 and 6 845,504 78,424
--------- ---------
1,106,815 217,981
--------- ---------
SHAREHOLDERS' DEFICIENCY
Share capital - Note 5 5,783,259 5,785,259
Contributed surplus 2,000 -
Deficit (6,154,389) (5,956,079)
----------- -----------
(369,130) (170,820)
----------- -----------
737,685 47,161
========== ===========
Nature and Continuance of Operations - Note 1
Contingency - Note 9
ON BEHALF OF THE BOARD:
"Greg Burnett" "Kevin Hanson"
Director Director
Page 4 of 15
TRI-LATERAL VENTURE CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the years ended December 31, 2001, 2000 and 1999
(Stated in Canadian Dollars)
2001 2000 1999
$ $ $
- ------------------------------------------------------------------------------
Administrative Expenses
Accounting fees - Note 6 9,846 7,454 7,091
Bad debts 58,333 - -
Bank charges and interest - Note 6 71,600 315 244
Consulting fees - Note 6 30,000 25,000 -
Filing fees 1,417 1,437 -
Legal fees 41,549 27,386 4,742
Management fees - - 12,000
Rent, office and administration - Note 6 6,174 3,653 65,348
Transfer agent 20,385 17,005 15,386
Travel and promotion 696 2,757 -
- --------------------------------------------------------------------------------
Loss before other items (240,000) (85,007) (104,811)
Other items
Business investigation costs (26,725) - (5,559)
Interest earned 63,415 295 278
Gain on settlement of accounts payable 5,000 7,302 -
Loss on write-off of resource properties - - (1)
- --------------------------------------------------------------------------------
Net loss (198,310) (77,410) (110,091)
================================================================================
Deficit accumulated to December 31, 1998 - - -
- --------------------------------------------------------------------------------
Weighted average number
of shares outstanding (3,372,054) (3,372,054) (2,321,708)
================================================================================
Basic and diluted loss per share (0.06) (0.02) (0.05)
================================================================================
Page 5 of 15
TRI-LATERAL VENTURE CORPORATION
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' DEFICIENCY
for the years ended December 31, 1999 to 2001
(Stated in Canadian Dollars)
Deficit
Accumu-
lated
During
the
Common Stock Preferred Stock Contri Devel-
Issued Issued buted opment
Shares Amount Shares Amount Surplus Stage Total
$ $ $ $ $
- -------------------------------------------------------------------------------
Cumulative
totals to
12 31 98 1,103,556 5,329,560 10,000 2,000 - (5,768,578) (437,018)
Issuance
of shares
pursuant
to debt
settlement
agreements 2,268,498 453,699 - - - 453,699
Net loss
for the
year ended
12 31 99 - - - - (110,091) (110,091)
- ------------------------------------------------------------------------------
Balance,
12 31 99 3,372,054 5,783,259 10,000 2,000 - (5,878,669) (93,410)
Net loss
for the
year ended
12 31 00 - - - - (77,410) (77,410)
- -------------------------------------------------------------------------------
Balance,
12 31 00 3,372,054 5,783,259 10,000 2,000 - (5,956,079) (170,820)
Cancellation
of preferred
shares - - (10,000) (2,000) 2,000 - -
Net loss for
the year ended
12 31 01 - - - - - (198,310) (198,310)
- -------------------------------------------------------------------------------
Balance,
12 3101 3,372,054 5,783,259 - - 2,000 (6,154,389) (369,130)
===============================================================================
Page 6 of 15
TRI-LATERAL VENTURE CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 2001, 2000 and 1999
(Stated in Canadian Dollars)
2001 2000 1999
$ $ $
- ----------------------------------------------------------------------------
Operating Activities
Net loss for the year (198,310) (77,410) (110,091)
Add item not affecting cash:
Gain on settlement of accounts payable (5,000) (7,302) -
Loss on write-off of resource properties - - 1
Changes in non-cash working capital
items related to operations:
Accounts receivable 4,992 (5,364) 7,646
Prepaid expense 10,000 (10,000) -
Accounts payable and accrued
Liabilities 126,754 66,155 63,735
Due to related parties - (16,600) 10,000
- ------------------------------------------------------------------------------
Cash used in operating activities (61,564) (50,521) (28,709)
- ------------------------------------------------------------------------------
Investing Activity
Increase in promissory note receivable (500,000) - -
- ------------------------------------------------------------------------------
Financing Activity
Increase in loans payable 767,080 78,424 -
- -----------------------------------------------------------------------------
Increase (decrease) in cash 205,516 27,903 (28,709)
Cash, beginning 31,166 3,263 31,972
- ------------------------------------------------------------------------------
Cash, end 236,682 31,166 3,263
==============================================================================
Non-cash Transactions - Note 7
Page 7 of 15
TRI-LATERAL VENTURE CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2001 and 2000
(Stated in Canadian Dollars)
Note 1 Nature and Continuance of Operations
The Company is in the development stage and is currently investigating new
business opportunities. During the year ended December 31, 2001, the Company
advanced $500,000 to a company in respect to a proposed acquisition of that
company. The proposed acquisition did not complete and the Company has brought
an action to recover the monies loaned (refer to Note 9).
The Company currently has title to 10 patented mineral claims located in the
Red Lake Mining Division of Ontario. These mineral claims were written-off in
previous years.
These financial statements have been prepared on a going concern basis. At
December 31, 2001 the Company has a working capital deficiency of $869,130 and
has accumulated losses of $6,154,389 since inception. Its ability to continue
as a going concern is dependent upon the ability of the Company to obtain the
necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due.
The Company was incorporated pursuant to the Ontario Business Corporations Act
on April 24, 1967 as Jolly Jumper Products of America Limited. The Company
changed its name on September 25, 1987 to Sun Valley Hot Springs Ranch Inc.,
on March 26, 1991 to Tri-Lateral Free Trade Inc., on June 19, 1995 to Tri-
Lateral Investments Corporation and on October 2, 1998 to Tri-Lateral Venture
Corporation.
Note 2 Significant Accounting Policies
The financial statements of the Company have been prepared in accordance with
Canadian generally accepted accounting principles and are stated in Canadian
dollars. Except as disclosed in Note 11, these financial statements conform
in all material respects with GAAP in the United States of America. Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.
Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework
of the significant accounting policies summarized below:
(a) Basic and Diluted Loss Per Share
Basic earnings per share ("EPS") is calculated by dividing loss applicable
to common shareholders by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution
that could occur if potentially dilutive securities were exercised or
converted to common stock. As at December 31, 2001 and 2000, there were
potentially dilutive securities outstanding. Therefore, there was no
difference in the calculation of basic and diluted EPS in 2001 and 2000.
(b) Fair Market Value of Financial Instruments
The carrying value of cash, accounts receivable, accounts payable and
accrued liabilities and loans payable approximate fair value because of
the short term maturity of those instruments. Unless otherwise noted,
it is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments.
(c) Income Taxes
The Company has adopted the liability method of accounting for income
taxes, following new standards adopted by the Canadian Institute of
Chartered Accountants ("CICA"). The adoption of the new standards
resulted in no adjustments to opening retained earnings. Under the
new standards, future income tax assets and liabilities are determined
based on the differences between the tax basis of assets and liabilities
and those reported in the financial statements. The future tax assets or
liabilities are calculated using the tax rates for the periods in which
the differences are expected to be settled. Future tax assets are
recognized to the extent that they are considered more likely than not
to be realized.
Note 3 Promissory Note Receivable
Promissory note receivable represents a loan to Contact Solutions Group
Inc. ("CSG"), secured by a general security agreement over the assets of
CSG and a personal guarantee of a director of CSG, bears interest at 10%
per annum and is due on demand. During the year ended December 31, 2001,
a formal demand for payment was made against CSG. Refer to Note 9.
Note 4 Loans Payable - Note 6
Loans payable consists of the following:
2001 2000
$ $
------ ------
Non-interest bearing, no specific terms of
repayment and unsecured 345,504 -
Promissory notes payable bearing interest at
10% per annum, unsecured and payable on demand 500,000 -
------- -------
845,504 -
======= =======
Note 5 Share Capital
Authorized
Unlimited common shares
Unlimited non-voting convertible redeemable non-cumulative 6% preference shares
Note 6 Related Party Transactions - Note 4
During the year ended December 31 the Company incurred the following expenses
with directors and a company with a common director:
December 31,
-------------------------------
2001 2000 1999
$ $ $
---- ---- ----
Accounting 7,681 5,704 -
Consulting fees 30,000 15,000 -
Interest expense 35,417 - -
Rent 6,000 3,000 -
------ ----- -----
79,098 23,704 -
====== ====== =====
The expenses were measured by the exchange amount, which is the amount
agreed upon by the transacting parties and are on terms and conditions
similar to non-related entities.
As at December 31, 2001, accounts payable and accrued liabilities includes
$116,191 (2000 $48,270) owing to directors of the Company.
As at December 31, 2001, loans payable includes a promissory note payable
to a director of the Company in the amount $250,000 (2000 $Nil).
Note 7 Non-cash Transactions
Investing and financing activities that do not have a direct impact on current
cash flows are excluded from the statement of cash flows as follows:
- - During the year ended December 31, 2001 the Company cancelled 10,000
preferred shares at $0.20 per share ($2,000). This amount has been
reclassified to contributed surplus.
- - During the year ended December 31, 1998, the Company issued 2,268,498
common shares at $0.20 per share to settle debts totalling $453,699.
Note 8 Corporation Income Tax Loss Carryforwards
At December 31, 2001 the Company has accumulated non-capital losses totaling
$1,218,586 which are available to offset future years' taxable income. These
losses expire as follows:
December 31, 2002 $ 48,040
December 31, 2003 209,894
December 31, 2004 353,593
December 31, 2005 214,852
December 31, 2006 104,533
December 31, 2007 84,712
December 31, 2008 202,962
-----------
$ 1,218,586
===========
At December 31, 2001 the Company has accumulated Canadian Exploration Expenses
of $749,711 and Canadian Development Expenses of $134,908. These expenses
carryforward indefinitely and are available to offset certain taxable income
of future years at various rates per year.
The potential tax benefit of these losses and expenses, if any, has not been
recorded in the financial statements.
Note 9 Contingency
The Company has brought an action in the Superior Court of Ontario against
Contact Solutions Group Inc. ("CSG") and the principal of CSG, for recovery
of $500,000 previously loaned to CSG. CSG and the principal of CSG, in turn
has brought a counterclaim against the Company claiming $3,000,000 damages for
breach of a share purchase agreement between the Company and CSG and a further
$500,000 in punitive damages. The Company believes the counterclaim is without
merit and intends to vigorously defend it.
Note 10 Subsequent Event
Subsequent to December 31, 2001, the Company settled accounts payable totaling
$67,000 for payments totalling US$10,000 (CDN$16,000) resulting in a gain on
settlement of accounts payable of $51,000.
Note 11 Differences between Canadian and United States Accounting Principles
The financial statements have been prepared in accordance with accounting
principles generally accepted in Canada which differ in certain respects with
those principles and practices that the Company would have followed had its
financial statements been prepared in accordance with accounting principles
and practices generally accepted in the United States.
The Company's accounting principles generally accepted in Canada differ from
accounting principles generally accepted in the United States as follows:
Accounting for Income Taxes
Under the asset and liability method of Statement of Financial Accounting
Standards No. 109 ("SFAS-109"), deferred tax assets and liabilities are
recognized for estimated future tax consequences attributable to differences
between the financial statements carrying amount of existing assets and
liabilities and their respective tax bases, measured using the provisions
of enacted tax laws. A deferred tax asset with respect to loss carry-forwards
and timing differences would not be recognized and the application of US GAAP
does not result in a material difference from Canadian GAAP.
New Accounting Standards
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets". SFAS No. 141 requires the use of the purchase method of accounting
and eliminates the pooling of interests method of accounting for business
combinations except for qualifying business combinations that were initiated
prior to July 1, 2001. It also further clarifies the criteria to recognize
intangible assets separately from goodwill. The requirements of SFAS No. 141
are effective for business combinations initiated after June 30, 2001.
Under SFAS No. 142, goodwill and indefinite-lived intangible assets are no
longer amortized but are reviewed at least annually for impairment. Separable
intangible assets that are not deemed to have an indefinite life will continue
to be amortized over their useful lives (but with no maximum life). The
amortization provisions of SFAS No. 142 apply to goodwill and intangible
assets acquired after June 30, 2001.
The adoption of SFAS No. 141 and SFAS No. 142 will not have a material effect on
the Company's financial statements.A quantitative reconciliation of the balance
sheet and the statement of operations has not been provided because there are no
quantitative differences to disclose between Canadian GAAP and US GAAP.
TRI-LATERAL VENTURES CORPORATION
INTERIM FINANCIAL STATEMENTS
September 30, 2002
TRI-LATERAL VENTURES CORPORATION
INTERIM FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
(Unaudited) (Audited)
September 30, December 31,
2002 2001
- -------------------------------------------------------------------------------
$ $
ASSETS
Current
Cash
20,248 236,682
Accounts receivable 3,724 1,003
--------------------------
23,972 237,685
Promissory note receivable 500,000 500,000
Deposit 7,500 -
--------------------------
531,472 737,685
==========================
LIABILITIES
Current
Accounts payable and accrued liabilities - Note 3 256,040 261,311
Loans payable - Note 3 725,424 845,504
--------------------------
981,464 1,106,815
--------------------------
SHAREHOLDERS' DEFICIENCY
Share capital - Note 2 5,783,259 5,783,259
Contributed surplus 2,000 2,000
Deficit (6,235,251) (6,154,389)
--------------------------
(449,992) (369,130)
---------------------------
$531,472 $737,685
==========================
SEE ACCOMPANYING NOTES
TRI-LATERAL VENTURES CORPORATION
INTERIM STATEMENTS OF LOSS AND DEFICIT
for the three and nine months ended September 30, 2002
(Unaudited)
Three Months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
$ $ $ $
- -------------------------------------------------------------------------------
Administrative Expenses
Accounting - Note 3 2,100 - 9,735 7,771
Bank charges and interest - Note 3 12,344 58,508 37,683 58,894
Consulting fees - Note 3 7,500 7,500 22,500 22,500
Filing fees 9,979 150 11,237 1,392
Legal 2,661 8,203 23,635 40,005
Rent and office - Note 3 2,936 1,508 5,937 4,675
Resource property costs 3,494 - 5,156 -
Transfer agent 4,925 9,147 10,450 18,493
Travel - - 5,950 -
- -------------------------------------------------------------------------------
Loss before other items (45,939) (85,016) (132,282) (153,730)
Other items
Business investigation costs - - - (26,725)
Interest earned 86 60,327 348 62,781
Gain on settlement of debt - 5,197 51,072 5,197
- --------------------------------------------------------------------------------
Net loss for the period (45,853) (19,492) (80,862) (112,477)
- --------------------------------------------------------------------------------
Deficit, beginning of the period (6,154,389) (5,956,079)
- --------------------------------------------------------------------------------
Deficit, end of the period (6,235,251) (6,068,556)
- --------------------------------------------------------------------------------
Basic and diluted loss per share (0.01) (0.01) (0.02) (0.03)
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES
TRI-LATERAL VENTURES CORPORATION
INTERIM STATEMENTS OF CASH FLOWS
for the three and nine months ended September 30, 2002
(Unaudited)
Three Months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
$ $ $ $
- -------------------------------------------------------------------------------
Operating Activities
Net loss for the period (45,853) (19,492) (80,862) (112,477)
Add item not affecting cash:
Gain on settlement of debt - (5,197) (51,072) (5,197)
- --------------------------------------------------------------------------------
(45,853) (24,689) (131,934) (117,674)
Changes in non-cash working capital
items related to operations:
Accounts receivable (46) (1,807) (2,721) 1,731
Prepaid expenses - - - 10,000
Accounts payable 11,878 10,766 45,801 59,573
Loans payable (80) 442,333 (120,080) 827,413
- -------------------------------------------------------------------------------
(34,101) 426,603 (208,934) 781,043
- -------------------------------------------------------------------------------
Investing Activities
Increase in promissory
note receivable - (558,333) - (558,333)
Increase in deposit (7,500) - (7,500) -
- --------------------------------------------------------------------------------
(7,500) (558,333) (7,500) (558,333)
Increase (decrease) in cash during
the period (41,601) (131,730) (216,434) 222,710
Cash, beginning of period 61,849 385,606 236,682 31,166
- --------------------------------------------------------------------------------
Cash, end of period 20,248 253,876 20,248 253,876
================================================================================
Supplementary disclosure of cash flow
information:
Cash paid for:
Interest - - - -
===============================================================================
Income taxes - - - -
===============================================================================
SEE ACCOMPANYING NOTES
TRI-LATERAL VENTURES CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
Note 1 Interim Reporting
While the information presented in the accompanying nine months financial
statements is unaudited, it included all adjustments, which are, in the opinion
of management, necessary to present fairly the financial position, results of
operations and its cash flows for the interim periods presented. These interim
financial statements follow the same accounting policies and methods in their
application as the Company's annual financial statements. It is suggested that
these interim financial statements be read in conjunction with the company's
audited annual December 31, 2001 financial statements.
Note 2 Share Capital
Authorized
Unlimited common shares
Unlimited non-voting convertible redeemable non-cumulative 6% preference shares
Issued Common Shares Number $
Balance, December 31, 2001 and September 30, 2002 3,372,054 5,783,259
--------- ---------
Note 3 Related Party Transactions
During the nine months ended September 30, 2002 the Company incurred the
following expenses with directors and a company with a common director:
September 30,
2002 2001
$ $
----- -----
Accounting 6,400 5,606
Consulting fees 22,500 22,500
Interest expense 18,750 29,167
Rent 4,500 4,500
------ ------
52,150 61,773
====== ======
The expenses were measured by the exchange amount, which is the amount agreed
upon by the transacting parties and are on terms and conditions similar to non-
related entities.
As at September 30, 2002, accounts payable and accrued liabilities includes
$168,250 (December 31, 2001: $116,191) owing to directors of the Company.
As at September 30, 2002, loans payable includes a promissory note payable to a
director of the Company in the amount $250,000 (December 31, 2001: $250,000).
Note 4 Canadian and United States of America Accounting Principles
The financial statements have been prepared in accordance with accounting
principles generally accepted in Canada which do not differ with those
principles and practices that the Company would have followed had its
financial statements been prepared in accordance with accounting principles
generally accepted in the United States of America.
SIGNATURE PAGE
Pursuant to the requirements of Section 12g of the Securities Exchange Act of
1934, the Registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Tri-Lateral Venture Corporation - SEC File #0-50112
Registrant
Dated: January 23, 2003 By /s/ Gregory Burnett___________________
Gregory Burnett, President/Director
<FN> Page 15 of 15