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
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(Name of Issuer)
Common Stock -- par value $0.00001
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(Title of Class of Securities)
922485206
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(CUSIP Number)
Diane D. Dalmy, Esq.
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 2002
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(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.
(Continued on following pages)
(Page 1 of 7 Pages)
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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
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CUSIP No. 922485206 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON: Brent Pierce
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON: N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS DEBT/ACCRUED INTEREST
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
1,696,497 Shares of Common Stock
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,696,497 Shares of Common Stock
WITH
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,696,497 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.46%
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14 TYPE OF REPORTING PERSON INDIVIDUAL
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Brent Pierce, an individual ("Pierce"), as the reporting person hereunder,
relative to the acquisition by Pierce of certain shares of common stock issued
by Vega-Atlantic Corporation. Pierce has not 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 435 Martin Street, Suite 2000, Blaine, Washington 98230.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Brent Pierce, an individual and citizen of
Canada. The address for Pierce is 435 Martin Street, Suite 2000, Blaine,
Washington 98230.
Pursuant to General Instruction C of Schedule 13D, Pierce (the "Instruction
C Person") and the information specified in items (a) through (f) of Item 2 with
respect to the Instruction C Person, is as follows:
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Name Business Address
Brent Pierce 435 Martin Street, Suite 2000
Blaine, Washington 98230
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Pierce has the sole right to control the disposition of and vote the VGAA
securities acquired.
During the last five (5) years, the Instruction C Person has not 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.
(Page 3 of 7 Pages)
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
VGAA had incurred a debt inclusive of accrued interest in the aggregate
amount of $42,187.41 to Pierce pursuant to prior advances made by Pierce to
VGAA. Therefore, VGAA 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) VGAA 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 VGAA'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. A copy of the Pierce Settlement
Agreement is filed herewith as Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of the
Pierce Settlement Agreement as follows:
(i) VGAA and Pierce entered into a settlement agreement dated August
22, 2002 whereby Pierce agreed to settle the debt of $42,187.41
owed to him by VGAA and accept the issuance of restricted common
shares of VGAA at the rate of $0.03 per share as settlement for
accrued interest on previous advances due and outstanding to
Pierce as of the date of the Pierce Settlement Agreement.
Pursuant to the instructions for items (a) through (j) of Item 4, Pierce
has plans as follows:
(a) As set forth in Item 3 of this Schedule, Pierce has acquired
1,406,247 shares of restricted common stock of VGAA. Pierce may
consider the acquisition of additional securities of VGAA, the
issuer, but has no present plans or proposals to do so.
(b) Pierce has 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) Pierce has no present plans or proposals to cause a sale or
transfer of a material amount of assets of VGAA.
(d) Pierce plans to exercise the voting rights associated with
ownership of shares of common stock of VGAA.
(e) Pierce has no present plans or proposals to cause a material
change in the capitalization of VGAA.
(Page 4 of 7 Pages)
(f) Pierce has no present plans or proposals to make any other
material change to the business or corporate structure of VGAA.
(g) Pierce has 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) Pierce has no present plans or proposals to cause VGAA's common
stock from not being quoted on the OTC Bulletin Board.
(i) Pierce has 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) Pierce does not have any present plans or proposals to take any
action similar to any of those enumerated in (a) through (i)
above.
(Page 5 of 7 Pages)
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on November 4, 2002, Pierce
beneficially owned 1,696,497 shares (or approximately 6.46% of
the outstanding shares) of VGAA's common stock as follows:
Holder Number of Shares
Brent Pierce 1,696,497
Total 1,696,497
(b) No Instruction C Person owns any other common or preferred shares
of VGAA. Pierce has sole power to vote or to direct the voting of
the 1,696,497 common shares of VGAA held by Pierce.
(c) As of November 4, 2002, and within the sixty day period prior
thereto, to the best knowledge and belief of the undersigned, no
transactions involving VGAA equity securities, other than the
acquisition by Pierce on November 3, 2002 of the 1,696,497 shares
of common stock has been engaged in by Pierce, or by any
associates of said party, nor does the said party have any right
to acquire such securities.
(d) To the best knowledge and belief of the undersigned, no person
other than 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 August 22, 2002 between Vega-Atlantic
Corporation and Brent Pierce.
(Page 6 of 7 Pages)
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.
Date: November 21, 2002 /s/ Brent Pierce
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Brent Pierce
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 22rd day of August,
2002 by and between Vega-Atlantic Corporation, a Colorado corporation (the
"Company") and Brent Pierce, an individual ("Pierce").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and associated contractual relations in the
area of minerals, oil and gas acquisition, exploration and management;
WHEREAS, Pierce has made monetary advances to the Company in the aggregate
amount of $42,187.41 in order to assist the Company in financing its contractual
debts and ongoing business expenses;
WHEREAS, the Company has incurred an aggregate of $42,187.41 to Pierce
relating to such amounts advanced by Pierce and accrued interest thereon (the
"Debt");
WHEREAS, the Company and Pierce have settled their differences regarding
the Debt and wish to set forth their settlement agreement;
WHEREAS, the Company desires to settle the Debt by issuing shares of its
restricted common stock, par value $0.001 (the "Common Stock") at the rate of
$0.03 per share (which is the average of the price of the Company's shares of
Common Stock trading on the OTC Bulletin Board, which were sold from July 1,
2002 through August 22, 2002, discounted by 25%); and
WHEREAS, Pierce desires to convert the Debt and accept the issuance of
1,406,247 shares of restricted Common Stock of the Company as full and complete
satisfaction of the Debt;
WHEREAS, the Company and Pierce desire to release one another from any and
all further liability as related to the aforesaid Debt.
NOW, THEREFORE, in consideration of the aforesaid recitals and mutual
promises contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. The Company agrees to issue to Pierce 1,406,247 shares of its restricted
Common Stock, at $0.03 per share, as of August 22, 2002, as full and complete
satisfaction and payment of the Debt.
2. Pierce agrees to accept the issuance of 1,406,247 shares of the
restricted Common Stock of the Company as full and complete satisfaction and
payment of the Debt.
3. The Company and Pierce shall agree to release each other and forever
discharge any and all claims, manner of actions, whether at law or in equity
suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of
money, expenses or disputes, known or unknown, fixed or contingent, which it now
has or may have hereafter, directly or indirectly, individually or in any
capacity against each other, their successors and assigns, as well as its
present or former owners, directors, officers, stockholders, employees, agents,
heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from
the beginning of time to, and including the date of the execution of this
Agreement, relating to the aforesaid Debt.
4. Pierce acknowledges that the issuance of the 1,406,247 shares of
restricted Common Stock (i) has not been registered under the Securities Act of
1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the
exemption provided by Section 4(2) of the 1933 Securities Act, (iii) are being
acquired solely for Pierce's own account without any present intention for
resale or distribution, (iv) will not be resold without registration under the
1933 Securities Act or in compliance with an available exemption from
registration, unless the shares of Common Stock are registered under the 1933
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 distribution of the shares of Common Stock will not violate
the registration requirements of the 1933 Securities Act and any applicable
state securities laws, and (v) that Pierce understands the economic risk of an
investment in the Common Stock and has had the opportunity to ask questions of
and receive answers from the Company's management concerning any and all matters
related to the acquisition of the Common Stock.
4. This Settlement Agreement shall be effective as of August 22, 2002 and
shall be binding upon and insure to the benefit of the parties hereto and their
respective successors.
Vega-Atlantic Corporation
Date: By: /s/
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Grant Atkins, President
Date: /s/
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Brent Pierce