-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LzMe9rgfQ4aSZgmcj5eadMohqI1OSleGPHWf4OFmQNGOJ3Y+4KR+hJS5hcxcLvcM 2i/ppv/2IYVxoEbs9V3RFQ== 0001050502-00-000457.txt : 20000413 0001050502-00-000457.hdr.sgml : 20000413 ACCESSION NUMBER: 0001050502-00-000457 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VEGA ATLANTIC CORP/CO CENTRAL INDEX KEY: 0001097896 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841304106 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58851 FILM NUMBER: 599577 BUSINESS ADDRESS: STREET 1: 4600 SOUTH ULSTER STREET STREET 2: SUITE 240 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 8007210016 MAIL ADDRESS: STREET 1: 4600 SOUTH ULSTER STREET STREET 2: SUITE 240 CITY: DENVER STATE: CO ZIP: 80237 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VEGA ATLANTIC CORP/CO CENTRAL INDEX KEY: 0001097896 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841304106 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4600 SOUTH ULSTER STREET STREET 2: SUITE 240 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 8007210016 MAIL ADDRESS: STREET 1: 4600 SOUTH ULSTER STREET STREET 2: SUITE 240 CITY: DENVER STATE: CO ZIP: 80237 SC 13D 1 FORM SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) VEGA-ATLANTIC CORPORATION (Name of Issuer) Common Stock -- par value $0.00001 (Title of Class of Securities) 000000000 (CUSIP Number) Diane D. Dalmy, Esq. 8965 W. Cornell Place Lakewood, Colorado 80227 303.985.9324 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 2000 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d- 7(b)for other parties to whom copies are to be sent. - ----------------- 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 0000000000 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Investor Communications International, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS DEBT - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,500,000 Shares of Common Stock NUMBER OF SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,500,000 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 Shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- This original Schedule 13D statement (the "Schedule") is filed on behalf of Investor Communications International, Inc. ("ICI"), Marcus Johnson, its director, president and secretary ("Johnson"), and its sole shareholder, Brent Pierce ("Pierce") as the reporting persons hereunder, relative to the acquisition by ICI of certain shares of common stock issued by Vega-Atlantic Corporation. Neither ICI, Johnson nor Pierce have made any previous filings on Schedule 13D. ITEM 1. SECURITY AND ISSUER. This Schedule relates to the voting common stock, $0.00001 par value, of Vega-Atlantic Corporation ("VGAA"). VGAA maintains its principal executive offices at 4600 South Ulster Street, Suite 240 Denver, Colorado 80237. ITEM 2. IDENTITY AND BACKGROUND This Schedule is being filed by Investor Communications International, Inc., a corporation organized under the laws of the State of Washington, Marcus Johnson, its director, president and secretary, and its sole shareholder, Brent Pierce. The principal business and principal office of ICI is 435 Martin Street, Suite 2000, Blaine, Washington 98230 and the address for Pierce is 2117 - 139A Street, White Rock, B.C., Canada V4A 9V9. Pursuant to General Instruction C of Schedule 13D, the executive officers and directors of ICI and the person controlling ICI (collectively, the "Instruction C Persons") and the information specified in items (a) through (f) of Item 2 with respect to each Instruction C Person, are as follows: - -------------------------------------------------------------------------------- Name Position with Business Address ICI - -------------------------------------------------------------------------------- Marcus Johnson Director/President and 4507 Lakeway Drive Secretary Bellingham, WA 98226 Brent Pierce Sole Shareholder 2117 - 139A Street White Rock, B.C. Canada V4A 9V9 - -------------------------------------------------------------------------------- Marcus Johnson is the director, president and secretary of ICI. Brent Pierce is the sole shareholder and controlling person of ICI. Pierce and Johnson have the right to control the disposition of and vote the VGAA securities acquired. During the last five (5) years, no Instruction C Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION At the execution of the Settlement Agreement between VGAA and ICI dated March 29, 2000 (the "Settlement Agreement"), 1,500,000 shares of restricted common stock of VGAA were issued to ICI. The consideration exchanged for the securities of VGAA was the release and satisfaction by ICI of a debt owed by VGAA in the principal amount of $750,389.38. A copy of the Settlement Agreement between VGAA and ICI is filed herewith as Exhibit A. ITEM 4. PURPOSE OF TRANSACTION The transaction described herein was undertaken for the purpose of satisfying the debt owed by VGAA to ICI as follows: (i) VGAA had incurred debt inclusive of accrued interest in the aggregate amount of $750,389.38 with ICI for either past financial, administrative and managerial services performed by ICI pursuant to a consulting service agreement entered into with VGAA and/or prior advances made by ICI to VGAA. (ii) VGAA entered into the Settlement Agreement with ICI whereby ICI agreed to settle the debt owed to it by VGAA and accept the issuance of restricted common shares of VGAA at the rate of $0.50 per share as settlement for all interest and principle due and outstanding to ICI as of the date of the Settlement Agreement. (iii) VGAA desired to enter into the Settlement Agreement to clear its financial books of this and other liabilities in order that VGAA could proceed with other financings, and is not in a financial position to be able to pay cash to ICI for satisfaction of such debt. Pursuant to the instructions for items (a) through (j) of Item 4, ICI has plans as follows: (a) As set forth in Item 3 of this Schedule, ICI has acquired 1,500,000 shares of restricted common stock of VGAA. As set forth in Item 2 of this Schedule, Marcus Johnson is the director, president and secretary and Brent Pierce is the sole shareholder of ICI. ICI, Johnson and Pierce may consider the acquisition of additional securities of VGAA, the issuer, but have no present plans or proposals to do so. (b) ICI, Johnson and Pierce have no present plans or proposals to cause a merger or effect a liquidation or reorganization of VGAA or to enter into extraordinary corporate transactions. (c) ICI, Johnson and Pierce have no present plans or proposals to cause a sale or transfer of a material amount of assets of VGAA. (d) ICI, Johnson and Pierce plan to exercise the voting rights associated with ownership of shares of common stock of VGAA. (e) ICI, Johnson and Pierce have no present plans or proposals to cause a material change in the capitalization of VGAA. (f) ICI, Johnson and Pierce have no present plans or proposals to make any other material change to the business or corporate structure of VGAA. (g) ICI, Johnson and Pierce have no present plans or proposals to change VGAA's charter, bylaws or instruments corresponding thereto or to take other actions that impede the acquisition of control of VGAA by any person. (h) ICI, Johnson and Pierce have no present plans or proposals to cause VGAA's common stock from not being quoted on the OTC Bulletin Board. (i) ICI, Johnson and Pierce have no present plans or proposal relating to a class of securities of VGAA becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. (j) Neither ICI, Johnson nor Pierce have any present plans or proposals to take any action similar to any of those enumerated in (a) through (i) above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the close of business on March 29,2000, ICI beneficially owned 1,500,000 shares (or approximately 7.8% of the outstanding shares) of VGAA's common stock as follows: Holder Number of Shares ------ ---------------- Investor Communications International, Inc. 1,500,000 Total 1,500,000 (b) No Instruction C Person owns any common or preferred shares of VGAA. ICI, Johnson and Pierce have power to vote or to direct the voting of the 1,500,000 common shares of VGAA held by ICI. (c) As of March 30, 2000, and within the sixty day period prior thereto, to the best knowledge and belief of the undersigned, no transactions involving VGAA equity securities had been engaged in by ICI, Johnson, Pierce, by the directors, officers, controlling persons, affiliates or subsidiaries, or by any associates of said parties, nor do any of said parties have any right to acquire such securities. (d) To the best knowledge and belief of the undersigned, no person other than ICI, Johnson and Pierce has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No contracts, arrangements, understandings or relationships among the persons named in Item 2 exist with respect to securities of the issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Settlement Agreement dated March 29, 2000 between Vega-Atlantic Corporation and Investor Communications International, Inc. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Investor Communications International, Inc. Date: April 12, 2000 By: /s/ Marcus Johnson - -------------------- ---------------------- Marcus Johnson President Date: April 12, 2000 By: /s/ - -------------------- -------------------- Brent Pierce EX-10 2 EXHIBIT 10 SETTLEMENT AGREEMENT THIS AGREEMENT is entered into as of this 29th day of March, 2000 by and between Vega-Atlantic Corporation, a Nevada corporation (the "Company") and Investor Communications International, Inc. ("ICI"). RECITALS: WHEREAS, ICI has either performed certain financial, administrative and managerial services pursuant to respective contractual arrangements, and/or provided advances provided to the Corporation, and/or is owed accrued interest thereto whereby the Company is indebted to ICI in the aggregate amount of $750,389.38 for certain financial, administrative and managerial services performed by ICI, and/or advances provided by ICI, and/or accrued interest on unpaid amounts due to ICI thereunder; and WHEREAS, the Company is indebted to ICI for repayment of such aggregate amount of $750,389.38; and WHEREAS, the Company and ICI acknowledge that the aggregate amount of $750,389.38 is due and owing ICI (the "Debt"); and WHEREAS, the Company agrees to issue to ICI 1,500,800 shares of its restricted common stock at $0.50 per share (the "Shares") as full and complete satisfaction of the Debt pursuant to Company Board of Directors authorized resolutions dated March 29, 2000. AGREEMENT 1. The Company shall issue to ICI 1,500,800 Shares in full and complete satisfaction of the Debt. 2. ICI agrees to accept the issuance and delivery of 1,500,800 Shares in full settlement and satisfaction of the Debt, and further agrees to release and forever discharge the Company from any and all causes of action, debts, sums of money, claims and demands whatsoever, in law or in equity, related to the Debt, which ICI now or hereafter can, shall or may have. 3. ICI is aware that the Shares are not being registered under the Securities Act of 1933, as amended (the "Securities Act"). ICI understands that the Shares are being issued in reliance on the exemption from registration provided by Section 4(2) thereunder. ICI understands that it may be required to bear the economic risk of this investment for an indefinite period of time because there is currently no trading market for the Shares and the Shares cannot be resold or otherwise transferred unless applicable federal and state securities laws are complied with or exemptions therefrom are available. 4. ICI represents and warrants that the Shares are being acquired solely for ICI's own account, for investment purposes only, and not with a view to or in connection with, any resale or distribution. ICI understands that the Shares are nontransferable unless the Shares are registered under the Securities Act and under any applicable state securities law or an opinion of counsel satisfactory to the Company is delivered to the Company to the effect that any proposed disposition of the Shares will not violate the registration requirements of the Securities Act and any applicable state securities laws. ICI further understands that the Company has no obligations to register the Shares under the Securities Act or to register or qualify the Shares for sale under any state securities laws, or to take any other action, through the establishment of exemption(s) or otherwise, to permit the transfer thereof. 5. ICI has had an opportunity to ask questions of and received answers from the officers, directors and employees of the Company or a person or persons acting on its or their behalf, concerning the financial position of the Company. 6. This Settlement Agreement shall be effective as of March 29, 2000, and shall be binding upon and inure to the benefit of the parties hereto and their respective assigns and successors. VEGA-ATLANTIC CORPORATION, a Nevada Corporation By: /s/ Grant Atkins -------------------- Grant Atkins, President INVESTOR COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Brent Pierce -------------------- President -----END PRIVACY-ENHANCED MESSAGE-----