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)
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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
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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
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1 Joint Filing Agreement between Parkland, Pine and
MFC dated October 26, 2001.
SIGNATURE
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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
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1 Joint Filing Agreement between Parkland, Pine
and MFC dated October 26, 2001.