-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L/A1+PJVdKSWxyt+rnBb1PsdnMcTaYnX8cx11mxW3DTdZiFWMC4dy2cQnT6MpcNZ GAh5n2C7/hLUqYZ8bGxqaw== 0000919574-06-002698.txt : 20060612 0000919574-06-002698.hdr.sgml : 20060612 20060612172046 ACCESSION NUMBER: 0000919574-06-002698 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRENKEL LEONID CENTRAL INDEX KEY: 0001268200 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 610-668-0404 MAIL ADDRESS: STREET 1: C/O TRIAGE CAPITAL LF GROUP, LLC STREET 2: 401 CITY AVENUE, STE 800 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALIDIAN CORP CENTRAL INDEX KEY: 0001100644 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 582541997 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61095 FILM NUMBER: 06900596 BUSINESS ADDRESS: STREET 1: 4651 ROSWELL RD STREET 2: SUITE B106 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4042561963 MAIL ADDRESS: STREET 1: 4651 ROSWELL RD STREET 2: SUITE B106 CITY: ATLANTA STATE: GA ZIP: 30342 FORMER COMPANY: FORMER CONFORMED NAME: SOCHRYS COM INC DATE OF NAME CHANGE: 19991207 SC 13G 1 d677686_13g.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2008 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Validian Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 91915P107 - -------------------------------------------------------------------------------- (CUSIP Number) June 1, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act") 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). CUSIP No. 91915P107 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Triage Capital LF Group, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,000,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,000,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.65% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP No. 91915P107 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Leonid Frenkel 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 3,000,000 6. SHARED VOTING POWER 3,000,000 7. SOLE DISPOSITIVE POWER 3,000,000 8. SHARED DISPOSITIVE POWER 3,000,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.30% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 91915P107 --------------------- Item 1(a). Name of Issuer: Validian Corporation ____________________________________________________________________ (b). Address of Issuer's Principal Executive Offices: 30 Metcalfe Street Ottawa, Ontario, Canada K1P 5L4 ____________________________________________________________________ Item 2(a). Names of Persons Filing: Triage Capital LF Group, LLC; Leonid Frenkel ____________________________________________________________________ (b). Address of Principal Business Office, or if None, Residence: Triage Capital LF Group, LLC 401 City Avenue Suite 800 Bala Cynwyd, PA 19004 Leonid Frenkel c/o Triage Capital LF Group, LLC 401 City Avenue Suite 800 Bala Cynwyd, PA 19004 ____________________________________________________________________ (c). Citizenship: Triage Capital LF Group, LLC - Delaware Leonid Frenkel - United States of America ____________________________________________________________________ (d). Title of Class of Securities: Common Stock, par value $0.001 (the "Common Stock") ____________________________________________________________________ (e). CUSIP Number: 91915P107 ____________________________________________________________________ Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Triage Capital LF Group, LLC - 3,000,000 Leonid Frenkel - 6,000,000 ______________________________________________________________________ (b) Percent of class: Triage Capital LF Group, LLC - 7.65% Leonid Frenkel - 15.30% ______________________________________________________________________ (c) Number of shares as to which the person has: Triage Capital LF Group, LLC (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 3,000,000 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 3,000,000 disposition of _____________________. Leonid Frenkel (i) Sole power to vote or to direct the vote 3,000,000 _______________________, (ii) Shared power to vote or to direct the vote 3,000,000 _____________________, (iii) Sole power to dispose or to direct the 3,000,000 disposition of _____________________, (iv) Shared power to dispose or to direct the 3,000,000 disposition of _____________________. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not applicable. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Leonid Frenkel is the managing member of Triage Capital LF Group, LLC, a Delaware limited liability company that serves as the general partner, investment manager and/or investment adviser to, and exercises investment discretion over the accounts of, a number of investment vehicles. None of those investment vehicles has beneficial ownership of 5% or more of any class of the Common Stock. ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable. ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to S.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to S.240.13d-1(c) or S.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable. ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable. ---------------------------------------------------------------------- Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE 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: June 12, 2006 Triage Capital LF Group, LLC* By: /s/ Leonid Frenkel _____________________________ Leonid Frenkel Managing Member /s/ Leonid Frenkel* _____________________________ Leonid Frenkel * The Reporting Persons disclaim beneficial ownership in the Common Stock, except to the extent of his or its pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated June 12, 2006 relating to the Common Stock par value $0.001 per share of Validian Corporation, shall be filed on behalf of the undersigned. Triage Capital LF Group, LLC By: /s/ Leonid Frenkel _____________________________ Leonid Frenkel Managing Member /s/ Leonid Frenkel _____________________________ Leonid Frenkel SK 03108 0006 677686 -----END PRIVACY-ENHANCED MESSAGE-----