Hillman Trevor – ‘SC 13D’ on 7/9/02 re: VHQ Entertainment Inc

On:  Tuesday, 7/9/02, at 11:48am ET   ·   Accession #:  949353-2-288   ·   File #:  5-78358

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D - Hillman                                 4     18K 

Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934

VHQ ENTERTAINMENT INC.
(Name of Issuer)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

23R104
(CUSIP Number)

  FAY M. MATSUKAGE, ESQ., 455 SHERMAN STREET, SUITE 300, DENVER, CO 80203,
303-777-3737
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 JUNE 11, 2002
 (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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  240.13d-7 for  other
parties to whom copies are to be sent.                                          

*  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 not be deemed
to be  "filed" for the purpose of  Section 18 of the  Securities Exchange Act of
1934 ("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).                                                                         

SC 13D
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CUSIP NO. 23R104                                                    PAGE 2 OF 4 

1          NAME OF REPORTING PERSON            TREVOR M. HILLMAN          

              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)

   2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) [ ]
              (See Instructions)                                         (b) [x]

3          SEC USE ONLY                                                   

4          SOURCE OF FUNDS (See Instructions)                             
PF                                                  

5          CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  
              TO ITEMS 2(d) OR 2(e)                                          [ ]

6          CITIZENSHIP OR PLACE OF ORGANIZATION                           
CANADA                                              

NUMBER OF       7      SOLE VOTING POWER                                    
SHARES                2,137,847                                           
BENEFICIALLY                                                                    
OWNED BY        8      SHARED VOTING POWER                                  
EACH                  278,583                                             
REPORTING                                                                     
PERSON WITH       9      SOLE DISPOSITIVE POWER                                 
2,137,847                     

10      SHARED DISPOSITIVE POWER              
278,583                       

11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING           
PERSON                                              
2,416,430                                           

12          CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN      
              SHARES (See Instructions)                                      [ ]

13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
18.6%                                               

14          TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                  

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7              2 OF 4
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.            

SC 13D
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CUSIP NO. 23R104                                                     PAGE 3 OF 4

ITEM. 1   SECURITY AND ISSUER.                                                  

Common shares                                                                   

VHQ Entertainment Inc., 6201 - 46th Avenue, Red Deer, Alberta, Canada T4N 6Z1   

ITEM 2.   IDENTITY AND BACKGROUND.                                              

(a)    Name:  Trevor M. Hillman                                                 

(b)    Residence or business address:  46 Kirkwood Crescent, Red Deer, Alberta, 
Canada T4N 6Z1                                                    

(c)    Present principal occupation:  businessman - Chief Executive Officer of  
    VHQ Entertainment Inc. - 6201 - 46th Avenue, Red Deer, Alberta, Canada
T4E 1B5                                                           

(d)    Convictions in the last 5 years:  None                                   

(e)    Securities law violations in the last 5 years:  None                     

(f)    Citizenship:  Canada                                                     

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

All funds used for the acquisition of the shares of the Issuer were the personal
investment funds of Trevor M. Hillman and no sums were borrowed from any source 
to make these acquisitions.                                                     

ITEM 4.   PURPOSE OF TRANSACTION.                                               

(a)  Mr. Hillman is holding his shares of the Issuer for investment purposes but
may transfer or sell the shares as necessary.                         

Mr. Hillman has no other present plans or proposals which relate to or would    
result in:                                                                      

(b)  an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any subsidiary thereof;          

(c)  a sale or transfer of a material amount of assets of the Issuer or any     
subsidiary thereof;                                                   

(d)  any change in the present board of directors or management of the Issuer,  
    including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;                       

(e)  any material change in the present capitalization or divided policy of the 
Issuer;                                                               

(f)  any other material change in the Issuer's business or corporate structure; 

(g)  changes in the Issuer's charter, bylaws, or instruments corresponding      
  thereto, or other actions which may impede the acquisition of control of
the Issuer by any person;                                             

(h)  causing a class of securities of the Issuer to be delisted from a stock    
exchange or to cease to be authorized to be quoted on NASDAQ;         

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CUSIP NO. 23R104                                                     PAGE 4 OF 4

(i)  a class of equity securities of the Issuer becoming eligible for           
    termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act; or                                                      

(j)  any action similar to any of those enumerated above.                       

Notwithstanding the foregoing, Mr. Hillman will continue to review his          
investment in the Issuer and  reserves the right to change his intentions with  
respect to any or all of such matters.                                          

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

(a)  Aggregate number of shares:  1,688,965 shares of common stock owned        
  beneficially and of record; 251,500 shares held of record by his spouse;
  options to purchase 437,500 shares of common stock which are immediately
    exercisable; options to purchase 27,083 shares of common stock held by his
spouse; and warrants to acquire 11,382 shares of common stock; 18.6%  

(b)  Number of shares with sole voting and dispositive power:  1,688965 shares  
   of common stock, options to purchase 437,500 shares of common stock which
are immediately exercisable, and warrants to acquire 11,382 shares of 
   common stock.  Number of shares with shared voting and dispositive power:
    251,500 shares of common stock held of record by his spouse and options to
purchase 27,083 shares of common stock held by his spouse.            

(c)  Transactions effected during the past 60 days:  Since April 11, 2002, Mr.  
  Hillman has purchased a total of 105,000 shares at various prices in the
   open market and sold 366,500 shares at various prices in the open market.

(d)  Mr. Hillman's wife has the right to receive or the power to direct the     
  receipt of dividends from, or the proceeds from the sale of, the 251,500
shares held in her name.                                              

(e)  On June 11, 2002, Trevor Hillman continues to be the beneficial owner of   
more than 5% of the class of securities.                              

ITEM 6.   CONTRACTS, ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.                                

None.                                                                           

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

None.                                                                           

 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. 

July 3, 2002                          /s/ TREVOR M. HILLMAN               
------------------------             -------------------------------------      
           Trevor M. Hillman

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		7/9/02							SC 13D
		7/3/02		4
		6/11/02		1		4
		4/11/02		4
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