-----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, HvTkWVrk6Q/IP8OjylP5P6+6BW1dvPT4s2+AJHcFkyT4/e2HCYoYxSxo2nBT8563 kyopE84bQGmu/HBSUWfANQ== 0001199073-03-000241.txt : 20030822 0001199073-03-000241.hdr.sgml : 20030822 20030822162802 ACCESSION NUMBER: 0001199073-03-000241 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030822 FILED AS OF DATE: 20030822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNGOLD ENTERTAINMENT CORP CENTRAL INDEX KEY: 0001073674 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30006 FILM NUMBER: 03862715 BUSINESS ADDRESS: STREET 1: 500 666 BURRARD ST CITY: VANCOUVER BC V6C 3P6 STATE: A1 MAIL ADDRESS: STREET 1: 500 666 BURRRARD ST CITY: VANCOUVER STATE: A1 ZIP: 99999 FORMER COMPANY: FORMER CONFORMED NAME: SUNGOLD GAMING INTERNATIONAL LTD DATE OF NAME CHANGE: 19981203 6-K 1 sungold6k3.htm FORM 6-K FORM 6-K

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FORM 6-K


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549


Report of Foreign Private Issuer


Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934



FOR THE MONTH OF:  AUGUST 2003


COMMISSION FILE NUMBER:  (SEC File No: 0-30006)



SUNGOLD ENTERTAINMENT CORP.

(Translation of registrant's name into English)



#500 – 666 Burrard Street

Vancouver, British Columbia

Canada, V6C 3P6

_______________________________

(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  __



Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [__]


Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [__]


Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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):  82-_________________




FORM 45-902F


Securities Act


Report of Exempt Distribution


(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.


1,779,000 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 $0.031 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.


Full Name of Purchaser and Municipality and Jurisdiction of Residence

Number of Securities Purchased

Date of Distribution

Price Per Security / Total Purchase Price ($CDN)

Exemption Relied On

Length of Any Restricted or Seasoning Period

KIM N. HART

Vancouver, BC

1,779,000

Units

August 5, 2003 Subscription: July 7, 2003

CDN $0.04353 per Unit / CDN $77,440.

(US $0.031 per Unit / US $55,149.)

Sections

45(2)(10) and 74(2)(9) of the Act

N/A



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.


$77,440. CDN  ($55,149. 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.


Name and Address of Person Being Compensated

Compensation Paid (Number and Type of Security and/or Cash Amount (Canadian $)

Price Per Share (Canadian $)

Not Applicable.

  



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 11th day of August 2003.



SUNGOLD ENTERTAINMENT CORP.

Name of Issuer (Please print)



/s/ ANNE KENNEDY

Signature of authorized signatory



Anne Kennedy   -   Director

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 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’




Full Name and

Residential Address

of Purchaser

Telephone Number and E-Mail Address of Purchaser

Type of Security and Number Purchased

Exemption Relied On

KIM N. HART

#2604, 699 Cardero Street

Vancouver, BC  V6G 3H7

(604) 669-9580

khart@sungoldent.com

1,779,000 Units

Sections 45(2)(10) and 74(2)(9) of the Act




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 undersigned, thereunto duly authorized.




SUNGOLD ENTERTAINMENT CORP.


Date:  August 21, 2003


By*:

 /s/ ANNE KENNEDY

Anne Kennedy

Director, Corporate Secretary




*Print name and title under the signature of the signing officer

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