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
(Name of Issuer)
Common Stock -- par value $0.00001
(Title of Class of Securities)
000000000
(CUSIP Number)
Diane D. Dalmy, Esq.
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 29, 2000
(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.
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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).
<PAGE>
SCHEDULE 13D
CUSIP No. 0000000000
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1 NAME OF REPORTING PERSON: Investor Communications
International, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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
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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
1,500,000 Shares of Common Stock
NUMBER OF SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,500,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 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)
7.8%
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14 TYPE OF REPORTING PERSON
CO
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Investor Communications International, Inc. ("ICI"), Marcus Johnson, its
director, president and secretary ("Johnson"), and its sole shareholder, Brent
Pierce ("Pierce") as the reporting persons hereunder, relative to the
acquisition by ICI of certain shares of common stock issued by Vega-Atlantic
Corporation. Neither ICI, Johnson nor Pierce have made any previous filings on
Schedule 13D.
<PAGE>
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 4600 South Ulster Street, Suite 240 Denver, Colorado 80237.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Investor Communications International,
Inc., a corporation organized under the laws of the State of Washington, Marcus
Johnson, its director, president and secretary, and its sole shareholder, Brent
Pierce. The principal business and principal office of ICI is 435 Martin Street,
Suite 2000, Blaine, Washington 98230 and the address for Pierce is 2117 - 139A
Street, White Rock, B.C., Canada V4A 9V9.
Pursuant to General Instruction C of Schedule 13D, the executive officers
and directors of ICI and the person controlling ICI (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
ICI
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Marcus Johnson Director/President and 4507 Lakeway Drive
Secretary Bellingham, WA 98226
Brent Pierce Sole Shareholder 2117 - 139A Street
White Rock, B.C.
Canada V4A 9V9
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Marcus Johnson is the director, president and secretary of ICI. Brent
Pierce is the sole shareholder and controlling person of ICI. Pierce and Johnson
have the 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of the Settlement Agreement between VGAA and ICI dated
March 29, 2000 (the "Settlement Agreement"), 1,500,000 shares of restricted
common stock of VGAA were issued to ICI. The consideration exchanged for the
securities of VGAA was the release and satisfaction by ICI of a debt owed by
VGAA in the principal amount of $750,389.38. A copy of the Settlement Agreement
between VGAA and ICI is filed herewith as Exhibit A.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of
satisfying the debt owed by VGAA to ICI as follows:
(i) VGAA had incurred debt inclusive of accrued interest in the aggregate
amount of $750,389.38 with ICI for either past financial, administrative
and managerial services performed by ICI pursuant to a consulting service
agreement entered into with VGAA and/or prior advances made by ICI to VGAA.
(ii) VGAA entered into the Settlement Agreement with ICI whereby ICI agreed to
settle the debt owed to it by VGAA and accept the issuance of restricted
common shares of VGAA at the rate of $0.50 per share as settlement for all
interest and principle due and outstanding to ICI as of the date of the
Settlement Agreement.
(iii) VGAA desired to enter into the Settlement Agreement to clear its financial
books of this and other liabilities in order that VGAA could proceed with
other financings, and is not in a financial position to be able to pay cash
to ICI for satisfaction of such debt.
Pursuant to the instructions for items (a) through (j) of Item 4, ICI has
plans as follows:
(a) As set forth in Item 3 of this Schedule, ICI has acquired 1,500,000 shares
of restricted common stock of VGAA. As set forth in Item 2 of this
Schedule, Marcus Johnson is the director, president and secretary and Brent
Pierce is the sole shareholder of ICI. ICI, Johnson and Pierce may consider
the acquisition of additional securities of VGAA, the issuer, but have no
present plans or proposals to do so.
(b) ICI, Johnson and Pierce 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) ICI, Johnson and Pierce have no present plans or proposals to cause a sale
or transfer of a material amount of assets of VGAA.
(d) ICI, Johnson and Pierce plan to exercise the voting rights associated with
ownership of shares of common stock of VGAA.
(e) ICI, Johnson and Pierce have no present plans or proposals to cause a
material change in the capitalization of VGAA.
(f) ICI, Johnson and Pierce have no present plans or proposals to make any
other material change to the business or corporate structure of VGAA.
(g) ICI, Johnson and Pierce 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) ICI, Johnson and Pierce have no present plans or proposals to cause VGAA's
common stock from not being quoted on the OTC Bulletin Board.
(i) ICI, Johnson and Pierce 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 ICI, Johnson nor Pierce have any present plans or proposals to take
any action similar to any of those enumerated in (a) through (i) above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on March 29,2000, ICI beneficially owned
1,500,000 shares (or approximately 7.8% of the outstanding shares) of
VGAA's common stock as follows:
Holder Number of Shares
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Investor Communications
International, Inc. 1,500,000
Total 1,500,000
(b) No Instruction C Person owns any common or preferred shares of VGAA. ICI,
Johnson and Pierce have power to vote or to direct the voting of the
1,500,000 common shares of VGAA held by ICI.
(c) As of March 30, 2000, and within the sixty day period prior thereto, to the
best knowledge and belief of the undersigned, no transactions involving
VGAA equity securities had been engaged in by ICI, Johnson, Pierce, 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
ICI, Johnson and 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 March 29, 2000 between Vega-Atlantic Corporation
and Investor Communications International, Inc.
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.
Investor Communications
International, Inc.
Date: April 12, 2000 By: /s/ Marcus Johnson
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Marcus Johnson
President
Date: April 12, 2000 By: /s/
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Brent Pierce
SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 29th day of March, 2000 by and
between Vega-Atlantic Corporation, a Nevada corporation (the "Company") and
Investor Communications International, Inc. ("ICI").
RECITALS:
WHEREAS, ICI has either performed certain financial, administrative and
managerial services pursuant to respective contractual arrangements, and/or
provided advances provided to the Corporation, and/or is owed accrued interest
thereto whereby the Company is indebted to ICI in the aggregate amount of
$750,389.38 for certain financial, administrative and managerial services
performed by ICI, and/or advances provided by ICI, and/or accrued interest on
unpaid amounts due to ICI thereunder; and
WHEREAS, the Company is indebted to ICI for repayment of such aggregate
amount of $750,389.38; and
WHEREAS, the Company and ICI acknowledge that the aggregate amount of
$750,389.38 is due and owing ICI (the "Debt"); and
WHEREAS, the Company agrees to issue to ICI 1,500,800 shares of its
restricted common stock at $0.50 per share (the "Shares") as full and complete
satisfaction of the Debt pursuant to Company Board of Directors authorized
resolutions dated March 29, 2000.
AGREEMENT
1. The Company shall issue to ICI 1,500,800 Shares in full and complete
satisfaction of the Debt.
2. ICI agrees to accept the issuance and delivery of 1,500,800 Shares in
full settlement and satisfaction of the Debt, and further agrees to release and
forever discharge the Company from any and all causes of action, debts, sums of
money, claims and demands whatsoever, in law or in equity, related to the Debt,
which ICI now or hereafter can, shall or may have.
3. ICI is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). ICI understands that
the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. ICI understands that it may be required to
bear the economic risk of this investment for an indefinite period of time
because there is currently no trading market for the Shares and the Shares
cannot be resold or otherwise transferred unless applicable federal and state
securities laws are complied with or exemptions therefrom are available.
<PAGE>
4. ICI represents and warrants that the Shares are being acquired solely
for ICI's own account, for investment purposes only, and not with a view to or
in connection with, any resale or distribution. ICI understands that the Shares
are nontransferable unless the Shares are registered under the 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 disposition of the Shares will not violate the registration
requirements of the Securities Act and any applicable state securities laws. ICI
further understands that the Company has no obligations to register the Shares
under the Securities Act or to register or qualify the Shares for sale under any
state securities laws, or to take any other action, through the establishment of
exemption(s) or otherwise, to permit the transfer thereof.
5. ICI has had an opportunity to ask questions of and received answers from
the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
6. This Settlement Agreement shall be effective as of March 29, 2000, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
VEGA-ATLANTIC CORPORATION,
a Nevada Corporation
By: /s/ Grant Atkins
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Grant Atkins, President
INVESTOR COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Brent Pierce
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President
