UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
CURRENT REPORT
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-
16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR APRIL, 2003
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TRI-LATERAL VENTURE CORPORATION
------------------------------------------
(Translation of registrant's name into English)
750 West Pender Street, #604, Vancouver, British Columbia V6C 2T7
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
----- -----
[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
--- ---
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
THE COMPANY, A FOREIGN PRIVATE ISSUER DOMICILED IN CANADA, IS REQUIRED,
UNDER THE BRITISH COLUMBIA SECURITIES ACT AND RULES TO FILE WITH THE ONTARIO
SECURITIES COMMISSION, FOR PUBLIC VIEWING, QUARTERLY AND ANNUAL FINANCIAL
STATEMENTS, AND OTHER INFORMATION, WHICH THE REGISTRANT DEEMS OF MATERIAL
IMPORTANCE TO STOCKHOLDERS.
THE COMPANY HAS ISSUED AN AGGREGATE OF 986,467 SHARES TO SETTLE OUTSTANDING
DEBT OF $986,468.65 OWING TO NUMEROUS PARTIES, INCLUDING CERTAIN DIRECTORS
AND OFFICERS OF THE COMPANY.
Copy of the NEWS RELEASE, FORM 45-501F1, BC FORM 45-902F, FORM 20 and SAMPLE
SUBSCRIPTION AGREEMENT is attached hereto and filed as Exhibit 1.1 to
Exhibit 1.5 to this filing on Form 6-K.
SIGNATURES
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
under-signed, thereunto duly authorized.
TRI-LATERAL VENTURE CORPORATION
By: /s/ GREGORY C. BURNETT
-----------------------
Name: GREGORY C. BURNETT
Title: President and Director
Date: April 30, 2003
Exhibit 1.1
News Release
April 15, 2003
TRI-LATERAL VENTURE CORPORATION - NEWS RELEASE
DEBT SETTLEMENT
April 15, 2003 (Vancouver, British Columbia), Tri-Lateral Venture Corporation
(CUB-TLVC) announces that the Company has issued an aggregate of 986,467 shares
to settle outstanding debt of $986,468.65 owing to numerous parties, including
certain directors and officers of the Company. The settling of this debt will
substantially improve the Company's financial position, putting it into a better
position to pursue business opportunities.
All shares, except for those issued to certain directors and officers of the
Company, will be subject to a 12 month hold period.
On behalf of the Board of Directors
"Gregory C. Burnett"
Gregory C. Burnett
President & Director
Exhibit 1.2
FORM 45-501F1
April 8, 2003
FORM 45-501F1
Securities Act (Ontario)
Report under Section 72(3) of the Act or Section 7.5(1) of Rule 45-501
(To be used for reports of trades made in reliance upon clause 72(1)(b)
or (q) of the Act, or Section 2.3, 2.12, 2.13 or 2.14 of Rule 45-501)
1. Full name and address of the seller.
Tri-Lateral Venture Corporation
Suite 604, 750 West Pender Street
Vancouver, BC V6C 2T87
2. Full name and address of the issuer of the securities traded.
Tri-Lateral Venture Corporation
Suite 604, 750 West Pender Street
Vancouver, BC V6C 2T7
3. Description of the securities traded.
47,000 common shares
4. Date of the trade(s).
April 8, 2003
5. Particulars of the trade(s)
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Name of Total
Purchaser and Amount or Purchase
Municipality and Number of Price Exemption
Jurisdiction of Securities Purchase (Canadian Relied
Residence Purchased Price $) Upon
- -------------------------------------------------------------------------
Robert Yamashita 10,000 $1.00 per $10,000 2.3 of
Scarborough, Ontario common Rule 45-
share 501
Guy Laberge 10,000 $1.00 per $10,000 2.3 of
Toronto, Ontario common Rule 45-
share 501
Marsha Black 27,000 $1.00 per $27,000 2.3 of
Richmond Hill, common Rule 45-
Ontario share 501
6. The seller has prepared and certified a statement containing the full
legal name and the full residential address of each purchaser identified
in section 5 and a certified copy of the list will be provided to the
Commission upon request.
7. State the name and address of any person acting as agent in connection
with the trade(s) and the compensation paid or to be paid to such agent.
N/A
8. Calculation of Fees payable upon filing Form 45-501F1 (See Section 7.3 of
Rule 45-501 Exempt Distributions):
Total Fees payable: Nil
9. Certificate of seller or agent of seller.
The undersigned seller hereby certifies, or the undersigned agent of the
seller hereby certifies to the best of the agent's information and
belief, that the statements made in this report are true and correct.
DATED at Vancouver, British Columbia this 8TH day of April, 2003.
Tri-Lateral Venture Corporation
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(Name of seller or agent - please print)
/s/ Gregory C. Burnett
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(Signature)
President & Director
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(Official Capacity - please print)
Gregory C. Burnett
----------------------------------
(Please print here name of individual
whose signature appears above, if
different from name of seller or
agent printed above)
Exhibit 1.3
BC FORM 45-902F
April 8, 2003
BC FORM 45-902F
Securities Act
(British Columbia)
Report of Exempt Distribution
Scheme A (modified)
1. State the full name, address and telephone number of the issuer of the
security distributed.
Name of issuer: TRI-LATERAL VENTURE CORPORATION
Address: Suite 604, 750 West Pender Street
Vancouver, BC V6C 2T7
Telephone Number: 604.669.2615
2. State whether the issuer is or is not a reporting issuer, and if reporting,
the jurisdictions in which it is reporting.
The Issuer is a reporting issuer in Ontario.
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 Issuer is quoted on the Canadian Unlisted Board.
4. Describe the type of security and the aggregate number distributed. If the
security is convertible or exchangeable, describe the type of underlying
security, the terms of exercise or conversion and any expiry date.
An aggregate of 986,467 common shares at a deemed price of $1.00 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 purchaser Price Per Length
and Security/ of any
municipality Total Restricted
and Number of Date of Purchase or
jurisdiction Securities Distrib- Price Exemption Seasoning
of residence Purchased ution (Canadian $) Relied on Period
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Ruby Holdings
Turks & Caicos 78,424 April 8, $1.00 per 3.1 of 1 year hold
2003 share/ MI 45-102
$78,424.08
India Minerals
Hamilton, 314,583 April 8, $1.00 per 3.1 of 1 year hold
Bermuda 2003 share/ MI 45-102
$314,583.33
Greg Burnett
Vancouver, BC 314,583 April 8, $1.00 per Section 1 year hold
2003 share/ 74(2)(9)
$314,583.33
Kevin R. Hanson
Vancouver, BC 35,927 April 8, $1.00 per 74(2)(9) 1 year hold
2003 share/
$35,927.91
Carob Management
Vancouver, BC 95,950 April 8, $1.00 per 74(2)(9) 1 year hold
2003 share/
$95,950
Trevor Jarvis
Surrey, BC 10,000 April 8, $1.00 per 3.1 of 1 year hold
2003 share/ MI 45-102
$10,000
Mike Taschner
Burnaby, BC 10,000 April 8, $1.00 per 3.1 of 1 year hold
2003 share/ MI 45-102
$10,000
Robert Yamashita
Scarborough, 10,000 April 8, $1.00 per 5.1 of 1 year hold
Ontario 2003 share/ MI 45-103
$10,000
Guido Devita
North 10,000 April 8, $1.00 per 3.1 of 1 year hold
Vancouver, BC 2003 share/ MI 45-102
$10,000
Guy Laberge
Toronto, 10,000 April 8, $1.00 per 5.1 of 1 year hold
Ontario 2003 share/ MI 45-103
$10,000
John Toljanich
North 10,000 April 8, $1.00 per 3.1 of 1 year hold
Vancouver, BC 2003 share/ MI 45-102
$10,000
David Van Dyke
Burnaby, BC 10,000 April 8, $1.00 per 3.1 of 1 year hold
2003 share/ MI 45-102
$10,000
Raymond Mol
Surrey, BC 10,000 April 8, $1.00 per 3.1 of 1 year hold
2003 share/ MI 45-102
$10,000
David Berg
De Winton, 20,000 April 8, $1.00 per 3.1 of 1 year hold
Alberta 2003 share/ MI 45-102
$20,000
Darryl Flash
North 10,000 April 8, $1.00 per 3.1 of 1 year hold
Vancouver, BC 2003 share/ MI 45-102
$10,000
Carol Bjarnason
North 10,000 April 8, $1.00 per 3.1 of 1 year hold
Vancouver, BC 2003 share/ MI 45-102
$10,000
Marsha Black
Richmond Hill, 27,000 April 8, $1.00 per 5.1 of 1 year hold
Ontario 2003 share/ MI 45-103
$27,000
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Disclose the following information in a schedule to the Form 45-902F. The
information in the schedule is not available to the public.
See attached Schedule.
6. 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.
$526,461.24
7. 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 (number and type of
of person security and/or cash) Price per share
being compensated amount (Canadian $) (Canadian $)
- ------------------------------------------------------------------------------
N/A N/A N/A
The undersigned hereby certifies that the statements made in this report and in
any schedule to this report are true and correct.
DATED at Vancouver, British Columbia this 8TH day of April, 2003.
TRI-LATERAL VENTURE CORPORATION
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[Name of Issuer] (please print)
/S/ Gregory C. Burnett
- ----------------------------------
[Signature of authorized signatory]
Gregory C. Burnett, President
- -------------------------------------------------------
[Name and office of authorized signatory (please print)]
Exhibit 1.4
Form 20
April 8, 2003
FORM 20
The Securities Act
(Alberta)
Report under Section 132(1) of the Securities Act of a trade made under Section
131(1)(a), (b), (c), (d), (l), (m), (q), (r), (s) (t), (u) OR (bb) of the
Securities Act or Section 122(b) or (d) of the Alberta Securities Commission
Rules.
Report under Section 7.1(1) of Multilateral Instrument 45-103 Capital Raising
Exemptions ("MI 45-103") of a Trade Made Under Section 3.1(2), 4.1(4) or 5.1(2)
of MI 45-103.
Report under Section 5.1 of ASC Blanket Order 45-503 Offerings by TSX Venture
Short Form Offering Document of a Trade Made Under Blanket Order 45-503.
Note: Circle the prospectus exemptions relied on. This report is not required
if a bank to which the Bank Act (Canada) applies or a trust company registered
under the Trust Companies Act acquires from a customer evidence of indebtedness
of the customer or an equity investment in the customer acquired concurrently
with an evidence of indebtedness nor is it required in the circumstances
described in section 7.1(2) of Multilateral Instrument 45-103 Capital Raising
Exemptions.
1. Full name and address of Vendor:
Tri-Lateral Venture Corporation
Suite 604, 750 West Pender Street
Vancouver, BC V6C 2T7
2. Name and address of the issuer of the security traded and description of the
security:
Tri-Lateral Venture Corporation
Suite 604, 750 West Pender Street
Vancouver, BC V6C 2T7
20,000 common shares at $1.00 per share
3. Date of trade(s): April 8, 2003
4. Amount or Number of Securities purchased.
20,000 common shares at $1.00 per share
5. The vendor has prepared, certified and filed with the Commission a list
comprising the name and address of each purchaser, the amount or number of
securities purchased and the purchase price paid by each purchaser, the
exemption relied upon and whether the securities are subject to a 4 or 12
month restricted period under Multilateral Instrument 45-102F Resale of
Securities and will provide the certified list to security holders who
acquired securities pursuant to prospectus exemptions 131(q) or (r) of the
Act.
6. State the name and address of any person acting as agent in connection with
the trade(s) and the compensation paid or to be paid to the agent.
N/A
7. State the total gross proceeds realized in Alberta by the issuer or selling
security holder from the distribution.
$20,000
CERTIFICATE OF VENDOR OR AGENT OF VENDOR
The undersigned hereby certifies that the statements made in this report are
true and correct.
DATED at Vancouver, BC, this 8TH day of April, 2003.
TRI-LATERAL VENTURE CORPORATION
- ----------------------------------------
(name of vendor or agent - please print)
/S/ GREGORY C. BURNETT
Per:------------------------------------
(signature)
PRESIDENT & DIRECTOR
- ----------------------------------------
(official capacity - please print)
GREGORY C. BURNETT
- ----------------------------------------
(please print here name of individual whose signature appears above, if
different from name of vendor or agent printed above)
Exhibit 1.5
Sample Subscription Agreement
April 8, 2003
SUBSCRIPTION AGREEMENT
TO: TRI-LATERAL VENTURE CORPORATION
(the "Company")
Suite 604 - 750 West Pender Street
Vancouver, B.C. V6C 2T7
(Scheme A)
1. The undersigned hereby subscribes for 10,000 common shares (the "Common
Shares") of the Company at the price of $1.00 per Common Share, for the total
purchase price of $10,000.00 (the "Subscription Amount") and as consideration
therefore acknowledges and agrees that the issuance of such Common Shares shall
represent full and final satisfaction of the Company's outstanding obligations
to the undersigned in respect of certain indebtedness of the Company to the
undersigned (the "Debt") equal to the Subscription Amount.
2. The undersigned confirms that:
(a) the decision to subscribe for the Shares was not made as a result of any
material information about the Company's affairs that had not been publicly
disclosed;
(b) the undersigned is either:
(i) a resident of British Columbia, Alberta or a jurisdiction other than
Canada or the United States, and one of:
(A) ---- a director, senior officer or control person of the
company or of an affiliate of the Company;
(B) ---- a spouse, parent, grandparent, brother, sister or
child of a person detailed in (A) above;
(C) ---- a close personal friend of a person detailed in (A)
above;
(D) ---- a close business associate of a person detailed in (A)
above; or
(E) ---- a person or company wholly-owned by any combination of
persons or companies described in (A) to (D) above;
[Indicate qualification by marking applicable box with a checkmark]; or
(ii) an "accredited investor" as that term is defined in Multilateral
Instrument 45-103;
[Indicate qualification by completing the questionnaire attached as Schedule
"A" hereto];
(c) the Debt remains due and owing to the undersigned and the undersigned has
not assigned, transferred or otherwise disposed of the undersigned's rights in
respect of the Debt.
3. The undersigned acknowledges that:
(a) the Shares will be issued under an exemption from applicable securities
legislation and, as a consequence, the undersigned:
(i) is restricted from using most of the civil remedies available under
securities legislation;
(ii) may not receive information that would otherwise be required to be
provided under securities legislation; and
(iii) the Company is relieved from certain obligations that would otherwise
apply under securities legislation;
(b) the Shares are being acquired by the undersigned as principal for investment
only and not with a view to the distribution thereof, and the undersigned is not
participating directly or indirectly in any underwriting of the Shares.
4. This Agreement is to be governed and interpreted according to the laws of the
Province of British Columbia.
5. This Agreement may be executed in counterpart and such counterparts together
shall constitute one and the same instrument.
6. Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement on
the date of such communication by the party so delivering such copy.
DATED this _____ day of _______________, 2003.
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Signature of Shareholder
GUIDO DEVITA
------------------------------
Subscriber's Name
The Company accepts the subscription set forth above this _____ day of
_______________, 2003.
TRI-LATERAL VENTURE CORPORATION
Per:
- -----------------------------------
Authorized Signatory
SCHEDULE "A"
(Schedule "A" not in firm format)
MULTILATERAL INSTRUMENT 45-103
ACCREDITED INVESTOR QUESTIONNAIRE
The purpose of this Questionnaire is to assure Tri-Lateral Venture Corporation
(the "Company") that the undersigned (the "Subscriber") will meet certain
requirements for the registration and prospectus exemptions provided for under
Multilateral Instrument 45-103 ("MI 45-103"), as adopted by the British Columbia
Securities Commission and the Alberta Securities Commission (each, a "local
jurisdiction"), in respect of a proposed private placement of securities by the
Company (the "Transaction"). The Company will rely on the information contained
in this Questionnaire for the purposes of such determination.
The undersigned Subscriber covenants, represents and warrants to the Company
that:
1. the Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the Transaction
and the Subscriber is able to bear the economic risk of loss arising from such
Transaction;
2. the Subscriber satisfies one or more of the categories of "accredited
investor" (as that term is defined in MI 45-103) indicated below (please check
the appropriate box):
(a) ---- a Canadian financial institution as defined in National
Instrument 14-101, or an authorized foreign bank listed in Schedule III of the
Bank Act (Canada);
(b) ---- the Business Development Bank of Canada incorporated under the
Business Development Bank Act (Canada);
(c) ---- an association under the Cooperative Credit Associations Act
(Canada) located in Canada;
(d) ---- a subsidiary of any person or company referred to in paragraphs
2(a) to 2(c), where the person or company owns all of the voting securities of
the subsidiary, except the voting securities required by law to be owned by
directors of that subsidiary;
(e) ---- a person or company registered under the Securities Act (British
Columbia), or under securities legislation of another jurisdiction of Canada, as
an adviser or dealer, other than a limited market dealer registered under the
Securities Act (Ontario);
(f) ---- an individual registered or formerly registered under the
Securities Act (British Columbia), or under securities legislation in another
jurisdiction of Canada, as a representative of a person or company registered
under the Securities Act (British Columbia), or under securities legislation in
another jurisdiction of Canada, as an adviser or dealer, other than a limited
market dealer registered under the Securities Act (Ontario);
(g) ---- the government of Canada or a province, or any crown corporation
or agency of the government of Canada or a province;
(h) ---- a municipality, public board or commission in Canada;
(i) ---- a national, federal, state, provincial, territorial or municipal
government of or in any foreign jurisdiction, or any agency of that government;
(j) ---- a pension fund that is regulated by either the Office of the
Superintendent of Financial Institutions (Canada) or a provincial pension
commission or similar regulatory authority;
(k) ---- a registered charity under the Income Tax Act (Canada);
(l) ---- an individual who beneficially owns, or who together with a
spouse beneficially owns, financial assets (defined in MI 45-103 to mean cash
and securities) having an aggregate realizable value that, before taxes but net
of any related liabilities, exceeds CDN.$1,000,000;
(m) ---- an individual whose net income before taxes exceeded CDN.$200,000
in each of the two more recent years or whose net income before taxes combined
with that of a spouse exceeded CDN.$300,000 in each of those years and who, in
either case, has a reasonable expectation of exceeding that net income level in
the current year;
(n) ---- a corporation, limited partnership, limited liability
partnership, trust or estate, other than a mutual fund or non-redeemable
investment fund, that had net assets of at least CDN.$5,000,000 as reflected on
its most recently prepared financial statements;
(o) ---- a mutual fund or non-redeemable investment fund that, in the
local jurisdiction, distributes it securities only to persons or companies that
are accredited investors;
(p) ---- a mutual fund or non-redeemable investment fund that, in the
local jurisdiction, distributes its securities under a prospectus for which a
receipt has been issued by the regulator;
(q) ---- an entity organized in a foreign jurisdiction that is analogous
to any of the entities referred to in paragraphs 2(a) through 2(e) and paragraph
2(j) in form and function; or
(r) ---- a person or company in respect of which all of the owners of
interests, direct or indirect, legal or beneficial, are persons or companies
that are accredited investors.
The Subscriber acknowledges and agrees that the Subscriber may be required by
the Company to provide such additional documentation as may be reasonably
required by the Company and its legal counsel in determining the Subscriber's
eligibility to acquire the Shares under relevant Legislation.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire
as of the _____ day of _______________, 2003.
If a Corporation, Partnership or Other Entity: If an Individual:
- ------------------------------- ----------------------------------
Print or Type Name of Entity Signature
- --------------------------------- --------------------------------
Signature of Authorized Signatory Print or Type Name
- -----------------------------------
Type of Entity
<FN>