U.S. 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: November 11, 2002
VEGA-ATLANTIC CORPORATION
(Exact name of small business issuer as specified in its charter)
COLORADO
(State or other Jurisdiction as Specified in Charter
00-27845 84-1304106
(Commission file number) (I.R.S. Employer Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
(Address of Principal Executive Offices)
(360) 332-3823
(Issuer's telephone number)
Items 2 through 6 and 8 not applicable.
Item 1. Changes in Control of Registrant
On August 22, 2002, the board of directors of Vega-Atlantic Corporation, a
Colorado corporation (the "Company") authorized the execution of settlement
agreements between the Company and certain creditors of the Company, and the
subsequent issuance of 7,318,705 shares of its restricted common stock.
(a) The Company has incurred a debt inclusive of accrued interest in the
aggregate amount of $140,887.31 to Investor Communications International, Inc.
("ICI") for prior services rendered by ICI on behalf of the Company including,
but not limited to, financial, administrative, investor relations and minerals,
oil and gas acquisition, exploration and management. Therefore, the Company and
ICI entered into a settlement agreement dated August 22, 2002 (the "ICI
Settlement Agreement"). Pursuant to the terms of the ICI Settlement Agreement,
(i) the Company agreed to settle the $140,887.31 debt due and owing ICI by the
issuance of 4,696,244 shares of its restricted common stock at the rate of $0.03
per share (which is the average of the price of the Company's common stock
trading on the OTC Bulletin Board, which were sold from July 1, 2002 through
August 22, 2002, discounted by 25%); and (ii) ICI agreed to accept the issuance
of the 4,696,244 shares of restricted common stock as settlement and full
satisfaction of the aggregate debt due and owing it as of the date of the ICI
Settlement Agreement.
(b) The Company has incurred a debt inclusive of accrued interest in the
aggregate amount of $36,486.42 to Tri Star Financial Services, Inc. ("Tri Star")
pursuant to prior advances made by Tri Star to the Company. Therefore, the
Company and Tri Star entered into a settlement agreement dated August 22, 2002
(the "Tri Star Settlement Agreement"). Pursuant to the terms of the Tri Star
Settlement Agreement, (i) the Company agreed to settle the $36,486.42 debt due
and owing Tri Star by the issuance of 1,216,214 shares of its restricted common
stock at the rate of $0.03 per share (which is the average of the price of the
Company's common stock trading on the OTC Bulletin Board, which were sold from
July 1, 2002 through August 22, 2002, discounted by 25%); and (ii) Tri Star
agreed to accept the issuance of the 1,216,214 shares of restricted common stock
as settlement and full satisfaction of the aggregate debt due and owing it as of
the date of the Tri Star Settlement Agreement.
(c) The Company has incurred a debt inclusive of accrued interest in the
aggregate amount of $42,187.41 to Brent Pierce, an individual ("Pierce")
pursuant to prior advances made by Pierce to the Company. Therefore, the Company
and Pierce entered into a settlement agreement dated August 22, 2002 (the
"Pierce Settlement Agreement"). Pursuant to the terms of the Pierce Settlement
Agreement, (i) the Company agreed to settle the $42,187.41 debt due and owing
Pierce by the issuance of 1,406,247 shares of its restricted common stock at the
rate of $0.03 per share (which is the average of the price of the Company's
common stock trading on the OTC Bulletin Board, which were sold from July 1,
2002 through August 22, 2002, discounted by 25%); and (ii) Pierce agreed to
accept the issuance of the 1,406,247 shares of restricted common stock as
settlement and full satisfaction of the aggregate debt due and owing him as of
the date of the Pierce Settlement Agreement.
As a result of the issuance of the 7,318,705 shares of restricted common
stock pursuant to the ICI Settlement Agreement, the Tri Star Settlement
Agreement and the Pierce Settlement Agreement, there was a change in control of
the Company. The following table sets forth the name and address, as of the date
of this Report, and the approximate number of shares of common stock owned of
record or beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than five percent (5%) of the Company's common
stock, and the name and shareholdings of each officers and director, and all
officers and directors as a group. As of the date of this Report, there are
22,532,110 shares of the Company's common stock issued and outstanding.
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Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Class Class
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(1)
Common Stock Investor Communications 5,696,244 25.28%
International, Inc.
435 Martin Street
Suite 2000
Blaine, Washington 98320
(1)
Common Stock TriStar Financial Services, Inc. 1,216,214 5.40%
435 Martin Street, Suite 2000
Blaine, Washington 98270
(1)
Common Stock Alexander W. Cox 4,763,300 21.14%
428 - 755 Burrard Street
Vancouver, British Columbia
Canada V6Z 1X6
(2)
Common Stock Brent Pierce 1,696,497 6.46%
16377 Lincoln Woods Court
Surrey, British Columbia
Canada V3S 0J8
(1)
Common Stock Pacific Rim Financial, Inc. 1,133,300 5.03%
60 Market Square
P.O. Box 364
Belize City, Belize
(4)
Common Stock All officers and directors 5,000 0.003%
as a group (2 persons)
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(1)
These are restricted shares of common stock.
(2)
Of the 1,696,497 shares held of record by Brent Pierce, 290,250 shares are
free-trading.
(3)
Of the 1,133,300 shares held of record by Pacific Rim Financial, Inc.,
300,000 are free-trading
(4)
Includes the assumption of the exercise of options by each option holder
pursuant to the terms of the Non-Qualified Stock Option Plan to purchase an
aggregate of 75,000 shares of restricted common stock at $0.25 per share.
There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
10.13 Settlement Agreement between Vega-Atlantic Corporation and
Investor Communications International, Inc. dated August 22, 2002.
10.14 Settlement Agreement between Vega-Atlantic Corporation and
TriStar Financial Corp. dated August 22, 2002.
10.15 Settlement Agreement between Vega-Atlantic Corporation and Brent
Pierce dated August 22, 2002.
SIGNATURES
In accordance with 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.
VEGA-ATLANTIC CORPORATION
Date: November 11, 2002 By: /s/ Grant Atkins
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Grant Atkins, President and Chief
Executive Officer