TRIPACIFIC DEVELOPMENT CORP
SC 13D, 1999-10-19
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                          TRIPACIFIC DEVELOPMENT CORP.

                                -----------------
                                (Name of Issuer)

                                  Common Stock

                                -----------------
                         (Title of Class of Securities)

                                       N/A

                                -----------------
                                 (CUSIP Number)

                   Gerald R. Tuskey, Personal Law Corporation
                       Suite 450, 688 West Hastings Street
                           Vancouver, British Columbia
                                 V6B 1P1 Canada
                            Telephone: (604)681-9588

                                -----------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                October 15, 1999




<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         New Media Enterprises Ltd.

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         WC

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Road Town, Tortola, B.V.I.

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         304,000

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         304,000

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         304,000

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         60.8%

14.      Type of Reporting Person

         CO


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Event Horizon Ltd.

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         WC

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Road Town, Tortola, B.V.I.

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         24,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         24,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         24,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         4.9%

14.      Type of Reporting Person

         CO


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Swordfish Capital

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         WC

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Road Town, Tortola, B.V.I.

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         24,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         24,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         24,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         4.9%

14.      Type of Reporting Person

         CO


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Orcus Global Inc.

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         WC

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Road Town, Tortola, B.V.I.

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         24,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         24,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         24,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         4.9%

14.      Type of Reporting Person

         CO


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Jeeves Investments Ltd.

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         WC

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Bahamas

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         24,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         24,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         24,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         4.9%

14.      Type of Reporting Person

         CO


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Sunnyside Holdings Ltd.

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         WC

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Bahamas

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         24,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         24,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         24,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         4.9%

14.      Type of Reporting Person

         CO


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Arron Fediuk

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         PF

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Canadian

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         4,000

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         4,000

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         4,000

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         0.8%

14.      Type of Reporting Person

         IN


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Trent Jordan

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         PF

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Canadian

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         4,000

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         4,000

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         4,000

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         0.8%

14.      Type of Reporting Person

         IN


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Kent Jawant

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         PF

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Canadian

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         16,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         16,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         16,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         3.3%

14.      Type of Reporting Person

         IN


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Wembley Holdings Ltd.

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         WC

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Nassau, Bahamas

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         24,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         24,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         24,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         4.9%

14.      Type of Reporting Person

         CO


<PAGE>


1.       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of above
         persons:

         Jeffrey Shear

2.       Check the Appropriate Box if a Member of a Group:

         (a)      [X]               (b)     [  ]

3.       SEC Use Only

4.       Source of Funds:

         PF

5.       Check if Disclosure of Legal  Proceedings is Required Pursuant to Items
         2(d) or 2(e):

         [   ]

6.       Citizenship or Place of Organization:

         Canadian

Number of shares beneficially owned by each Reporting Person with:

7.       Sole Voting Power:

         24,500

8.       Shared Voting Power:

         0

9.       Sole Dispositive Power:

         24,500

10.      Shared Dispositive Power:

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         24,500

12.      Check if the Aggregate Amount in Row 11 Excludes Certain Shares:

         [   ]

13.      Percent of Class Represented by Amount in Row 11:

         4.9%

14.      Type of Reporting Person

         IN


<PAGE>


ITEM 1 - SECURITY AND ISSUER

This statement relates to the common shares of Tripacific Development Corp. (the
"Company").  The  address of the  principal  executive  office of the Company is
Suite 2500, 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3.

ITEM 2 - IDENTITY AND BACKGROUND

This  statement is filed by seven  corporate  shareholders  and four  individual
shareholders  of the  Company.  The  shareholders,  their  residence or business
addresses and their  occupations  as applicable are set forth on Exhibit 1 which
is incorporated herein by reference.

All of the  reporting  individual  shareholders  are  citizens  of  Canada.  The
reporting corporate  shareholders are organized in the jurisdictions reported in
Exhibit  1.  During  the  last  five  years,  none of the  reporting  individual
shareholders  nor any  officer or  director  of any of the  corporate  reporting
shareholders has been convicted in a criminal  proceeding.  During the last five
years, none of the reporting shareholders has been a party to a civil proceeding
of a judicial or  administrative  body resulting in 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

All of the reporting  shareholders used private cash funds or working capital in
making their purchases. The shares of the Company were acquired by the reporting
shareholders for $1.66 per share. No  consideration  other than cash was used in
the acquisition of the Company's  shares. No funds were borrowed for the purpose
of making the acquisitions.

ITEM 4 - PURPOSE OF TRANSACTION

The  reporting  shareholders  acquired the Company for the purpose of ultimately
effecting a business  merger or an acquisition  and gaining access to the public
market to finance the development of the Company's business plan.

The reporting  shareholders  have no plans which would result in the acquisition
by any person of  additional  securities  of the Company or the  disposition  of
shares of the  Company.  The Company  does  currently  plan to expand its issued
capital by a 1:31 share split for shareholders of record on September 21, 1999.

The reporting  shareholders intend to give the board of directors of the Company
a  mandate  to  seek  a  corporate  merger  or  an  acquisition.  The  reporting
shareholders have no present intention to effect any of the following:

1.       a sale or transfer of a material amount of assets of the Company or its
         subsidiaries;

2.       to alter the present board of directors or management of the Company;

3.       to materially  change the present  capitalization or dividend policy of
         the Company;

4.       to change the Company's business or corporate structure;

5.       to change the Company's charter, bylaws or other constating documents;

6.       causing any class of  securities  of the Company to be delisted  from a
         national  securities exchange or cease to be authorized to be quoted in
         an  inter-dealer  quotation  system or cause  any  class of its

<PAGE>


         equity  securities to become  eligible for  termination of registration
         pursuant to section 12(g)(4) of the Securities Exchange Act.

ITEM 5 - INTEREST IN SECURITIES OF THE COMPANY

(a)      As of October 4, 1999,  the reporting  shareholders  are the beneficial
         owners of 500,000 common shares  representing  100% of the  outstanding
         shares of the Company.

(b)      Each of the  reporting  shareholders  has the  sole  power  to vote and
         dispose of the shares attributed to that shareholder.

(c)      There have been no  transactions  in common shares of the Company since
         July 18, 1997.

ITEM 6 - CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY

By executing this Schedule 13D, each reporting  shareholder agrees to this joint
filing under the Securities and Exchange Act of 1934.

Except for the agreement to file jointly, there are no contracts,  arrangements,
understandings or relationships relating to the securities of the Company.

ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 - Information about reporting shareholders.


                                   SIGNATURES

After  reasonable  inquiry  and to the  best of my  knowledge  and  belief,  the
undersigned certifies that the information set forth in this statement regarding
the undersigned is true, complete and correct.

Dated October 15, 1999

NEW MEDIA ENTERPRISES


Per:     /s/ Francis H.V. Belle
         -------------------------------------
         Authorized Signatory

EVENT HORIZON LTD.


Per:     /s Edgar A.C. Hewlett
         -------------------------------------
         Authorized Signatory

SWORDFISH CAPITAL


Per:     /s/ Menna J. Vile
         -------------------------------------
         Authorized Signatory


<PAGE>


ORCUS GLOBAL INC.


Per:     /s/ Zoe J. Walcott
         -------------------------------------
         Authorized Signatory


JEEVES INVESTMENTS LTD.


Per:     /s/ Arlene G. Cleare, Vice President
         -------------------------------------
         Authorized Signatory

SUNNYSIDE HOLDINGS LTD.


Per:     /s/ Tania Knowles, Secretary
         -------------------------------------
         Authorized Signatory

WEMBLEY HOLDINGS LTD.


Per:     /s/ Carmen Garbanzo
         -------------------------------------
         Authorized Signatory



/s/ Arron Fediuk
- ----------------------------------------------
Arron Fediuk


/s/ Trent Jordan
- ----------------------------------------------
Trent Jordan


/s/ Kent Jawant
- ----------------------------------------------
Kent Jawant


/s/ Jeffrey Shear
- ----------------------------------------------
Jeffrey Shear




<PAGE>


<TABLE>
<CAPTION>
                                    EXHIBIT 1


NAME                                       RESIDENCE OR BUSINESS                 PRESENT
                                           ADDRESS AND JURISDICTION OF           OCCUPATION
                                           INCORPORATION IF A COMPANY
<S>                                        <C>                                  <C>

New Media Enterprises Ltd.                 P.O. Box 119                          N/A
                                           Road Town, Tortola
                                           British Virgin Islands;
                                           Tortola, B.V.I.

Event Horizon Ltd.                         197 Main Street                       N/A
                                           Road Town, Tortola
                                           British Virgin Islands;
                                           Tortola, B.V.I.

Swordfish Capital                          P.O. Box 70                           N/A
                                           Palm Chambers
                                           Road Town, Tortola
                                           British Virgin Islands;
                                           Tortola, B.V.I.

Orcus Global Inc.                          3076 Sir Francis Drakes               N/A
                                           P.O. Box 3463
                                           Road Town, Tortola
                                           British Virgin Islands;
                                           Tortola, B.V.I.

Jeeves Investments Ltd.                    P.O. Box N - 8318                     N/A
                                           Nassau, Bahamas;
                                           Bahamas

Sunnyside Holdings Ltd.                    P.O. Box N - 8318                     N/A
                                           Nassau, Bahamas;
                                           Bahamas

Arron Fediuk                               2656 West 2nd Avenue                  Financier/Venture
                                           Vancouver, B.C.                       Capital
                                           V6K 1J9

Trent Jordan                               Suite 2500                            Financier/Venture
                                           1177 West Hastings Street             Capital
                                           Vancouver, B.C.
                                           V6E 2K3

Kent Jawant                                7731 Montcalm Street                  Businessman
                                           Vancouver, B.C.
                                           V6P 4P1

Wembley Holdings Ltd.                      c/o Suisse Security Bank & Trust      N/A
                                           Orissa House - P.O. Box N - 4801
                                           Nassau, Bahamas;
                                           Bahamas

Jeffrey Shear                              478 Spadina Road                      Businessman
                                           Toronto, Ontario
                                           M5P 2W8

</TABLE>


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