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Proc-Type: 2001,MIC-CLEAR
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FORM 6-K SECURITIES AND EXCHANGE
COMMISSION Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or
15d-16 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 ST 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 ST 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):
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Washington, D.C., 20549
of the Securities Exchange Act of 1934
FOR
THE MONTH OF:
FEBRUARY 2004
COMMISSION FILE NUMBER:
(SEC File No: 0-30006)
SUNGOLD INTERNATIONAL HOLDINGS
CORP.
(Translation of registrant's
name into English)
#500 - 666
Burrard Street
Vancouver,
British Columbia
Canada, V6C 3P6
(Address of principal executive
office)
Form 45-103F4
REPORT OF EXEMPT DISTRIBUTION
Issuer Information
State the full name, address and telephone number of the issuer of the security distributed. Include former name if name has changed since last report. If this report is filed by a vendor, other than the issuer, also state the full name and address of the vendor.
Sungold International Holdings Corp.
500 Park Place, 666 Burrard Street
Vancouver, BC V6C 3P6
Tel: (604) 669-9580
The issuer is reporting in British Columbia
Details of Distribution
February 10, 2004
- describe the type of security:
- state the total number of securities distributed. If the security is convertible or exchangeable, describe the type of underlying security, the terms of exercise or conversion and any expiry date:
Type: Common Shares @ $0.04 USD / share and Warrants @ $0.04 USD / warrant Number: 4,000,000 shares @ $0.04 USD 4,000,000 warrants @ $0.04 USD. Expiry date: February 10. 2007 (Issued in settlement of debt; no cash was raised through this issuance)
Complete the following table for each Canadian and foreign jurisdiction where purchasers of the securities reside. Provide a total dollar value of all securities distributed in all jurisdictions. Do not include in this table, securities issued as payment for commissions or finder's fees disclosed under item 7, below.
Total Dollar Value Raised from | ||
Each Jurisdiction | Price per Security | Purchasers in the Jurisdiction |
where Purchasers Reside | (CDN$) | (CDN$) |
BRITISH COLUMBIA, CANADA | $0.053 | $210,437 * |
Total dollar value of distribution in all | ||
jurisdictions (Canadian $) | $210,437 * | |
* Shares for debt | ||
Commissions and Finder's Fees
Provide the following information for each person who is being compensated in connection with the distribution(s). When disclosing compensation paid or to be paid, include discounts, commissions or other fees or payments of a similar nature directly related to the distribution. Do not include payments for services incidental to the trade, such as clerical, printing, legal or accounting services.
Not Applicable. No commissions or finder's fees paid.
Compensation Paid | Exemption Relied | ||
Full Name and | (if applicable, number | On and Date of | Price |
Address of Person | and type of securities) | Distribution | Per Share |
being Compensated | (CDN$) | (if applicable) | (CDN$) |
|
|
||
Certificate
On behalf of the Issuer (or Vendor), I certify that the statements made in this report and in each schedule to this report are true.
DATED at Vancouver, BC this 13th day of February 2004.
SUNGOLD INTERNATIONAL HOLDINGS CORP. |
Name of Issuer or Vendor (please print) |
Anne Kennedy, Director |
Print name and position of person signing |
/signed/ANNE KENNEDY |
Signature |
SCHEDULE Provide the following information on a separate page attached
to this report for each type of security distributed.
If the report is being filed for securities distributed on more than one distribution date, add a column to identify the dates the securities were distributed.
In British Columbia, for distributions under the exemptions in Part 4 of Multilateral Instrument 45-103
Capital Raising Exemptions, non-reporting issuers must also give the telephone number and e-mail address of the purchaser. If the purchaser has refused to provide this information, the issuer must include a statement to this effect in the report.Do not include in this table, securities issued as payment of commissions or finder's fees disclosed under item 7 of the form.
Full Name and | Total | ||
Residential Address | Number and Type of | Purchase Price | Exemption |
of Purchaser | Securities Purchased | (CDN$) | Relied On |
Kim N. Hart | 4.000,000 Units | Sections 45(2)(10) | |
#2604, 699 Cardero Street | consisting of 4,000,000 | $0.053 | and |
Vancouver, BC V6G 3H7 | Common shares | 74(2)(9) of the Act | |
and 4,000,000 warrants | |||
IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT.
Instructions:
In order to determine the fee payable, consult the securities legislation of each jurisdiction. In some jurisdictions, the fee is calculated as a percentage of the proceeds realized by the issuer from, or total dollar value of, the securities distributed in that jurisdiction, as set out in item 5 of this report.
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 INTERNATIONAL HOLDINGS CORP. | |
Date: February 13, 2004 | |
By*: | |
/signed/ ANNE KENNEDY | |
Anne Kennedy, Director | |