0000016859-01-500011.txt : 20011030 0000016859-01-500011.hdr.sgml : 20011030 ACCESSION NUMBER: 0000016859-01-500011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EURO TRADE FORFAITING INC CENTRAL INDEX KEY: 0001075249 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 870571580 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57043 FILM NUMBER: 1768166 BUSINESS ADDRESS: STREET 1: SUITE 1620 400 BURRARD STREET STREET 2: VANCOUVER V6C 3A6 CITY: BRITISH COLUMBIA BUSINESS PHONE: 8172671866 MAIL ADDRESS: STREET 1: SUITE 1620 400 BURRARD STREET STREET 2: VANCOUVER V6C 3A6 CITY: BRITISH COLUMBIA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MFC BANCORP LTD CENTRAL INDEX KEY: 0000016859 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 131818111 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17 DAME STREET STREET 2: DUBLIN 2 CITY: IRELAND BUSINESS PHONE: 41228182999 MAIL ADDRESS: STREET 1: 17 DAME STREET STREET 2: DUBLIN 2 CITY: IRELAND FORMER COMPANY: FORMER CONFORMED NAME: ARBATAX INTERNATIONAL INC DATE OF NAME CHANGE: 19960603 FORMER COMPANY: FORMER CONFORMED NAME: JAVELIN INTERNATIONAL LTD DATE OF NAME CHANGE: 19871118 FORMER COMPANY: FORMER CONFORMED NAME: NALCAP HOLDINGS INC DATE OF NAME CHANGE: 19950725 SC 13D/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 3) Under the Securities Exchange Act of 1934 EURO TRADE & FORFAITING, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 29870X 10 3 (CUSIP Number) Michael J. Smith Suite 1620, 400 Burrard Street Vancouver, British Columbia Canada V6C 3A6 Telephone (604) 683-5767 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 12, 2001 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 29870X 10 3 ------------------------ 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons MFC BANCORP LTD. ---------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only -------------------------------------------------------- 4) Source of Funds 00 ----------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------- 6) Citizenship or Place of Organization YUKON TERRITORY, CANADA ------------------------------ Number of (7) Sole Voting Power 840,000 --------------------- Shares Bene- ficially (8) Shared Voting Power 1,462,663 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 840,000 ---------------- Person With (10) Shared Dispositive Power 1,462,663 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,302,663 ----------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 9.9% ---------- 14) Type of Reporting Person CO ----------------------------------------- CUSIP No. 29870X 10 3 ---------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons PINE RESOURCES CORPORATION --------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only --------------------------------------------------------- 4) Source of Funds 00 ------------------------------------------------------ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------- 6) Citizenship or Place of Organization BRITISH COLUMBIA, CANADA ------------------------------ Number of (7) Sole Voting Power 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 1,260,000 ------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ---------------- Person With (10) Shared Dispositive Power 1,260,000 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 ----------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 5.5% ----------- 14) Type of Reporting Person CO ----------------------------------------- CUSIP No. 29870X 10 3 ---------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons PARKLAND VENTURES LIMITED --------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only --------------------------------------------------------- 4) Source of Funds 00 ------------------------------------------------------ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------- 6) Citizenship or Place of Organization BRITISH VIRGIN ISLANDS ------------------------------ Number of (7) Sole Voting Power 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 1,260,000 ------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ---------------- Person With (10) Shared Dispositive Power 1,260,000 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 ----------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 5.5% ----------- 14) Type of Reporting Person CO ----------------------------------------- This amendment No. 3 to Schedule 13D (the "Amendment No. 3") amends the Schedule 13D of MFC Bancorp Ltd. ("MFC") dated February 15, 2000 (the "Schedule 13D"), the Amendment No. 1 of MFC dated November 29, 2000 to the Schedule 13D (the "Amendment No. 1") and the Amendment No. 2 of MFC dated March 7, 2001 to the Amendment No. 1 (the "Amendment No. 2"), and is being filed by MFC, Pine Resources Corporation ("Pine") and Parkland Ventures Limited ("Parkland") to report their securityholdings of Euro Trade & Forfaiting, Inc. ("Euro Trade"). ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 relates to the shares (the "Shares") of common stock with a $0.001 par value each of Euro Trade, a Utah corporation having a principal executive office at Suite 1620, 400 Burrard Street, Vancouver, British Coumbia, Canada, V6C 3A6. ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 3 is filed on behalf of MFC, Pine and Parkland. MFC operates in the financial services business and has an address at 17 Dame Street, Dublin 2, Ireland. Pine is an approximately 51%-owned subsidiary of MFC that is primarily engaged in the acquisition, exploration, development and production of natural gas and crude oil properties and has a principal business and office address at 1620, 400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6. Parkland is a wholly-owned subsidiary of Pine with investment holdings and has an office address at 1620, 400 Burrard Street, Vancouver, British Columbia,Canada, V6C 3A6. See item 6 on pages 2, 3 and 4 of this Amendment No. 3 for the jurisdictions of organization of MFC, Pine and Parkland, respectively. The executive officers and directors of MFC remain unchanged since the filing of the Amendment No. 2. The following table lists the names, citizenships, residential or business addresses and principal occupations of the directors and officers of Pine and Parkland.
RESIDENCE OR BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- --------- ---------- ----------- Murray Oliver Suite 1200, 609 Corporate Canadian Granville Street, Relations P.O. Box 10372 Consultant with Pacific Centre, Norstar Vancouver, British Consulting Columbia, Canada V7Y 1G6 Leonard Petersen Suite 1200, 609 Director and Canadian Granville Street, Senior P.O. Box 10372 Officer of Vancouver, British Pemcorp Ltd. Columbia, Canada V7Y 1G6 Becky Wong Room 315, Block 2, Securities Chinese Upper Ngau Tau Kok Industry Estate, Kowloon, Executive at EAA Hong Kong Securities Limited in Hong Kong
During the last five years, neither MFC, Pine or Parkland has been, nor, to the knowledge of MFC, Pine or Parkland, have any of their directors or officers been, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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. MFC, Pine and Parkland have executed a joint filing agreement consenting to the joint filing of this Amendment No. 3. Such agreement is filed as Exhibit 1 to this Amendment No. 3 and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On November 14, 2000, Parkland acquired 630,000 units of Euro Trade for in aggregate $850,500 or $1.35 per unit. Each unit is comprised of one Share and one share purchase warrant, with each warrant exercisable for one further Share at a price of $1.35 per Share for a period of five years from the date of issuance of the warrant. The purchase price was paid from Parkland's working capital. Parkland is a wholly-owned subsidiary of Pine. On October 12 , 2001, Pine became an approximately 51%-owned subsidiary of MFC and, accordingly, MFC acquired indirect beneficial ownership over the securities of Euro Trade owned by Parkland effective such date. ITEM 4. PURPOSE OF TRANSACTION. Parkland acquired the securities of Euro Trade for investment purposes. At this time, neither MFC, Pine or Parkland, nor, to the knowledge of MFC, Pine or Parkland, any of their directors or executive officers, have the intention of acquiring additional shares of Euro Trade, although MFC, Pine and Parkland reserve the right to make additional purchases on the open market, in private transactions and from treasury. Neither MFC, Pine or Parkland, nor, to the knowledge of MFC, Pine or Parkland, any of their directors or executive officers, have any present intention or understandings to effect any of the transactions listed in Item 4(a)-(j) of Regulation 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Parkland is the beneficial owner of, and Pine and MFC are the indirect beneficial owners of, 630,000 Shares of Euro Trade and warrants to acquire an additional 630,000 Shares of Euro Trade, representing in aggregate 5.5% of the outstanding Shares of Euro Trade on a diluted basis. Parkland, Pine and MFC share voting and dispositive power over these Shares and warrants. MFC additionally exercises sole or shared voting and dispositive power over 622,663 Shares of Euro Trade and warrants to acquire an additional 420,000 Shares of Euro Trade. Accordingly, MFC exercises sole or shared voting and dispositive power over in aggregate 9.9% of the outstanding Shares of Euro Trade on a diluted basis. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Description -------------- ----------- 1 Joint Filing Agreement between Parkland, Pine and MFC dated October 26, 2001.
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. October 26, 2001 -------------------------- (Date) PARKLAND VENTURES LIMITED By: /s/ Leonard Petersen --------------------------- (Signature) Leonard Petersen, President ---------------------------- (Name and Title) October 26, 2001 -------------------------- (Date) PINE RESOURCES CORPORATION By: /s/ Leonard Petersen --------------------------- (Signature) Leonard Petersen, President ---------------------------- (Name and Title) October 26, 2001 ----------------------------- (Date) MFC BANCORP LTD. By: /s/ Michael J. Smith ------------------------------ (Signature) Michael J. Smith, Director ------------------------------ (Name and Title) EXHIBIT INDEX
Exhibit Number Description -------------- ----------- 1 Joint Filing Agreement between Parkland, Pine and MFC dated October 26, 2001.
EX-1 3 doc2.txt JOINT FILING AGREEMENT THIS AGREEMENT dated the 26th day of October, 2001. WHEREAS: A. Parkland Ventures Limited ("Parkland") is a wholly-owned subsidiary of Pine Resources Corporation ("Pine"); B. Pine is an approximately 51%-owned subsidiary of MFC Bancorp Ltd. ("MFC"); C. Parkland, Pine and MFC share voting and dispositive power over 630,000 shares of common stock and 630,000 share purchase warrants each exercisable for one further share of common stock of Euro Trade & Forfaiting, Inc. ("Euro Trade"); D. MFC has sole or shared voting and dispositive power over an additional 622,663 shares of common stock of Euro Trade and 420,000 share purchase warrants each exercisable for one further share of common stock of Euro Trade; and E. Each of MFC, Pine and Parkland (each a "Filer" and collectively, the "Filers") is responsible for filing a Schedule 13D or amendment to Schedule 13D (the "Schedule 13D/A") relating to the acquisition or disposition of the securities of Euro Trade pursuant to U.S. securities laws. NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1. Each Filer covenants and agrees that it is individually eligible to use the Schedule 13D/A which is to be filed; 2. Each Filer is individually responsible for the timely filing of any amendments to the Schedule 13D/A, and for the completeness and accuracy of the information concerning themselves, but is not responsible for the completeness and accuracy of any of the information contained in the Schedule 13D/A as to the other Filer, unless such Filer knows or has reason to believe that the information is inaccurate; 3. This Schedule 13D/A contains the required information with regard to each Filer and indicates that it is filed on behalf of the Filers; and 4. Each Filer agrees that the Schedule 13D/A to which this Joint Filing Agreement is attached as Exhibit 1 is filed on its behalf. IN WITNESS WHEREOF the parties have duly executed this Joint Filing Agreement. PINE RESOURCES CORPORATION MFC BANCORP LTD. By: /s/ Leonard Petersen By: /s/ Michael J. Smith ----------------------------- ----------------------------- Leonard Petersen, President Michael J. Smith, Director PARKLAND VENTURES LIMITED By: /s/ Leonard Petersen ----------------------------- Leonard Petersen, President