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: TriStar Financial
Services, Inc.
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
Washington
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7 SOLE VOTING POWER
1,216,214 Shares of Common Stock
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,216,214 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
1,216,214 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)
5.40%
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14 TYPE OF REPORTING PERSON CO
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SCHEDULE 13D
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CUSIP No. 922485206 Page 3 of 7 Pages
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
TriStar Financial Services, Inc., ("TriStar"), its sole officer and director,
Marcus Johnson ("Johnson"), and its sole shareholder, Colonial Financial Group,
Inc. ("Colonial") as the reporting persons hereunder, relative to the
acquisition by TriStar of certain shares of common stock issued by Vega-Atlantic
Corporation. Neither TriStar, Johnson nor Colonial 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 435 Martin Street, Suite 2000, Blaine, Washington 98230.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by TriStar Financial Services, Inc., a
corporation organized under the laws of Washington, and its sole officer and
director, Marcus Johnson. The principal business and principal office of TriStar
is 435 Martin Street, Suite 2000, Blaine, Washington 98230. The principal
business address of Johnson is 4507 Lakeway Drive, Bellingham, Washington 98226.
Pursuant to General Instruction C of Schedule 13D, the executive
officer/director of TriStar and the person controlling TriStar (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:
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Name Position with Business Address
TriStar
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Marcus Johnson Director and President/ 4507 Lakeway Drive
Secretary Bellingham, WA
98226
Colonial Financial Sole Shareholder Gubelstrasse 15
Group, Inc. CH-6300 2.u.g.
Switzerland
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Marcus Johnson is the President/Secretary and a Director of TriStar.
Colonial Financial Group, Inc. is the sole shareholder of TriStar. Marcus
Johnson is the controlling person of TriStar. Johnson has the sole 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.
SCHEDULE 13D
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CUSIP No. 922485206 Page 4 of 7 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
VGAA had incurred a debt inclusive of accrued interest in the aggregate
amount of $36,486.42 to TriStar pursuant to prior advances made by Tri Star to
VGAA. Therefore, VGAA and TriStar entered into a settlement agreement dated
August 22, 2002 (the "TriStar Settlement Agreement"). Pursuant to the terms of
the TriStar Settlement Agreement, (i) VGAA agreed to settle the $36,486.42 debt
due and owing TriStar 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 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) TriStar
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 TriStar Settlement Agreement. A copy of the TriStar Settlement
Agreement is filed herewith as Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of the
TriStar Settlement Agreement as follows:
(i) VGAA and TriSTar entered into a settlement agreement dated August 22,
2002 whereby TriStar agreed to settle the debt in the amount of
$36,486.42 owed to it 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 TriSTar
as of the date of the TriStar Settlement Agreement.
Pursuant to the instructions for items (a) through (j) of Item 4, TriStar
has plans as follows:
(a) As set forth in Item 3 of this Schedule, TriSTar has acquired
1,216,214 shares of restricted common stock of VGAA. As set forth in
Item 2 of this Schedule, Johnson is the President/Secretary and a
Director of TriStar. Colonial is the sole shareholder of TriStar.
TriStar and Johnson may consider the acquisition of additional
securities of VGAA, the issuer, but have no present plans or proposals
to do so.
(b) TriStar and Johnson 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) TriStar and Johnson have no present plans or proposals to cause a sale
or transfer of a material amount of assets of VGAA.
(d) TriStar and Johnson plan to exercise the voting rights associated with
ownership of shares of common stock of VGAA.
(e) TriStar and Johnson have no present plans or proposals to cause a
material change in the capitalization of VGAA.
(f) TriStar and Johnson have no present plans or proposals to make any
other material change to the business or corporate structure of VGAA.
(g) TriStar and Johnson 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) TriStar and Johnson have no present plans or proposals to cause VGAA's
common stock from not being quoted on the OTC Bulletin Board.
(i) TriStar and Johnson 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 TriStar nor Johnson have any present plans or proposals to
take any action similar to any of those enumerated in (a) through (i)
above.
SCHEDULE 13D
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CUSIP No. 922485206 Page 5 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on November 20, 2002, TriStar beneficially
owned 1,216,214 shares (or approximately 5.40% of the outstanding
shares) of VGAA's common stock as follows:
Holder Number of Shares
TriStar Financial Services, Inc. 1,216,214
Total 1,216,214
(b) No Instruction C Person owns any other common or preferred shares of
VGAA. Johnson has the sole power to vote or to direct the voting of
the 1,216,214 common shares of VGAA held by TriStar.
(c) As of August 22, 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
TriStar on August 22, 2002 of the 1,216,214 shares of common stock
have been engaged in by TriStar or Johnson, 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 TriStar and Johnson have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, such securities.
SCHEDULE 13D
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CUSIP No. 922485206 Page 6 of 7 Pages
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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 TriStar Financial Services, Inc.
SCHEDULE 13D
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CUSIP No. 922485206 Page 7 of 7 Pages
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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.
TriStar Financial Services, Inc.
Date: November 22, 2002 By: /s/ Marcus Johnson
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Marcus Johnson, President
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 Tri Star Financial Services, Inc. ("Tri Star").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and associated contractual relations in the
area of mineral, oil and gas acquisition, exploration and management;
WHEREAS, Tri Star has made monetary advances to the Company in the
aggregate amount of $36,486.42 in order to assist the Company in financing its
contractual debts and ongoing business expenses;
WHEREAS, the Company has incurred an aggregate of $36,486.42 to Tri Star
relating to such amounts advanced by Tri Star and accrued interest thereon (the
"Debt");
WHEREAS, the Company and Tri Star 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 $0.0001 (the "Common Stock") at the rate of
$0.03 per share (which amount is based upon 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, Tri Star desires to convert the Debt and accept the issuance of
1,216,214 shares of restricted Common Stock of the Company as full and complete
satisfaction of the Debt;
WHEREAS, the Company and Tri Star 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 Tri Star 1,216,214 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. Tri Star agrees to accept the issuance of 1,216,214 shares of the
restricted Common Stock of the Company as full and complete satisfaction and
payment of the Debt.
3. The Company and Tri Star 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. Tri Star acknowledges that the issuance of the 1,216,214 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 Tri Star'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 Tri Star 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
Tri Star Financial Services, Inc.
Date: By: /s/
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Marcus Johnson, President