FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For August ~~the Month of June~~ 6, 2003.

Commission File Number

BELAIR ENERGY CORPORATION

(Translation of registrant'’s name into English)

400, 777 - – 8th Avenue S.W., Calgary, Alberta T2P 3R5

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F

Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12f3-2(b) under the Securities Exchange Act of 1934.

Yes

If " “Yes"” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____________

EXHIBITS

Exhibit 1

Press Release dated ~~June~~August 206, 2003

Exhibit 3

Material Change Report Dated June 26, 2003

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BELAIR ENERGY CORPORATION	~~BELAIR ENERGY CORPORATION~~
	(Registrant)	~~(Registrant)~~
By:	s/ Ross O. Drysdale
	(Signature)	~~(Signature)~~
	Ross O. Drysdale, Corporate Secretary	~~Ross O. Drysdale, Corporate Secretary~~
	(Insert name, insert position)	~~(Insert name, insert position)~~
Date:	July 14, 2003
Date: August 6, 2003

~~FORM 27~~Purcell Energy Ltd. and BelAir Energy Corporation Proceed with Business Combination

~~MATERIAL CHANGE~~Calgary, ~~REPORT~~Alberta (August 1, 2003) – Purcell Energy Ltd. (“Purcell”) (TSX-PEL) and BelAir Energy Corporation (“BelAir”) (TSX-BEC) jointly announce today that they have been granted an interim order, dated July 31, 2003, by the Court of the Queen’s Bench of Alberta in respect of the previously announced transaction for Purcell to acquire all of the issued and outstanding common shares of BelAir by way of a plan of arrangement (“Arrangement”). Under the terms of the Arrangement, BelAir shareholders will receive 0.354 of a common share of Purcell for a portion of each one (1) BelAir common share and $0.10 cash for the remaining portion of such BelAir common share. Each holder of an outstanding BelAir warrant will receive a Purcell replacement warrant which will be economically equivalent to the BelAir warrant. At closing, Purcell will have approximately 39.3 million common shares outstanding of which former shareholders of BelAir will own 29% and Purcell shareholders will own 71%.

~~Section 118~~In conjunction with this business combination, Purcell completed the previously announced private placement financing (1“Financing”) whereby Purcell issued 8,180,000 subscription receipts at a price of $2.45 per subscription receipt for gross proceeds of $20,041,000. At the ~~Securities~~closing ~~Act~~of ~~(Alberta)~~the Financing, all the gross proceeds were deposited in escrow and will be released when the Purcell shareholders have approved the Financing and the Arrangement has been completed.

~~Item~~FirstEnergy 1Capital Corp., acting as financial advisor to BelAir, has issued an opinion that the consideration to be issued to the holders of BelAir shares and BelAir warrants (collectively “BelAir Securityholders”) pursuant to the Arrangement, is fair, from a financial point of view.

~~Reporting Issuer:~~The directors of BelAir are unanimously recommending to BelAir securityholders that they vote for the Arrangement. All directors and officers of BelAir have executed lock-up agreements whereby they have agreed to vote their shares in favour of the Arrangement. The directors of Purcell are unanimously recommending to Purcell shareholders that they vote to approve the Financing.

Pursuant to the interim order of the Court of Queen’s Bench of Alberta, dated July 31, 2003, a meeting of the BelAir ~~Energy~~ ~~Corporation~~securityholders ("has been called for September 3, 2003 to approve the Arrangement. A meeting of Purcell shareholders has also been called for the same day at which the Purcell shareholders will be asked to approve the Financing and elect two additional directors to the board of directors of Purcell. The two directors to be elected to the board of directors of Purcell are Owen C. Pinnell and Harry B. Wheeler, both current directors of BelAir"). An additional independent director will be added to the board of directors of Purcell, pursuant to the Arrangement, at a subsequent meeting of Purcell shareholders.

~~400~~A joint proxy circular describing the Arrangement, ~~777~~ -providing ~~8th~~notices ~~Avenue~~of Sthe meetings of BelAir securityholders and Purcell shareholders and providing other relevant information is expected to be mailed to BelAir securityholders and Purcell shareholders on or before August 5, 2003.W.

~~Calgary~~The completion of the Arrangement is subject to receipt of all necessary regulatory approvals, approval of the Arrangement by BelAir securityholders, approval of the Financing by Purcell shareholders, and final approval of the Court of Queen’s Bench of Alberta. ~~T2P~~A ~~3R5~~minimum of two-thirds of the votes cast at the meeting of BelAir securityholders must be in favour of the Arrangement. A simple majority of the votes cast at the meeting of Purcell shareholders must be in favour of the Financing.

~~Item~~The 2securities being distributed pursuant to the Arrangement and the Financing have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons absent registration or applicable exemption from the registration requirement of such Act. This news release does not constitute an offer to sell or solicitation of an offer to buy securities.

~~Date of~~NOT ~~Material~~FOR ~~Change:~~DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

~~June 20,~~For ~~2003.~~further information contact:

~~Item~~Purcell 3Energy Ltd.

~~News Release:~~Jan M. Alston

~~A press~~President ~~release~~& ~~reporting the material change was issued by Purcell Energy and BelAir on June 20, 2003 via CNN Mathews.~~CEO

~~Item~~(403) 4.269-5803

~~Summary of Material Change:~~info@purcellenergy.com

~~Purcell Energy Ltd~~www. ("Purcell") (TSX-PEL) and BelAir Energy Corporation "BelAir") (TSX - BEC) jointly announced via press release dated June 20, 2003 that they have executed an Arrangement Agreement pursuant to which the business and operations of Purcell and BelAir will be combined into Purcell, subject to certain conditions as outlined in Item 5 belowpurcellenergy.com

~~Item~~BelAir 5.Energy Corporation

~~Full Description~~Victor ofM. ~~Material Change:~~Luhowy

~~BelAir shareholders~~President ~~will~~& receive 0.354 of a Purcell common share for a portion of each one (1) BelAir common share and $0.10 cash for the remaining portion of such BelAir common share. At closing, Purcell will have 39,305,962 common shares outstanding, of which former BelAir shareholders will own 29% and Purcell shareholders will own 71%. The total consideration paid by Purcell for BelAir is approximately $60 million, comprised of $22.5 million of assumed net debt and the balance by the issue of Purcell common shares and cash.CEO

~~The Board~~(403) of Directors of BelAir has unanimously agreed to recommend acceptance of the transaction and the Directors and management of BelAir have agreed to vote their common shares of BelAir to support the transaction. The Agreement provides that BelAir shall not, directly or indirectly, solicit or initiate any inquiries, discussions or negotiations with any third party with respect to any acquisition proposal. BelAir and Purcell have both agreed to the payment of a non265-~~completion fee of $1,000,000 under certain circumstances, should one party not complete the transaction.~~1411

In addition to the consideration for the acquisition, Purcell will add two directors from the members of the BelAir board of directors to its board, plus a third independent director at the next meeting of Purcell shareholdersvluhowy@belairenergy. ~~BelAir's nominees to the Purcell board of directors are Own Pinnell and Harry Wheeler. In conjunction with this acquisition, Purcell intends to complete an equity offering of $15 million.~~com

~~Following the acquisition, Purcell will have, on a combined basis, the following:~~or

-Owen C. Pinnell

~~Current average production of over 6,000 boepd (weighted 805 gas), comprising almost 29 mmcfpd of natural gas and 1200 bpd of crude oil and natural gas liquids.~~Chairman

(403)215-2427

~~Combined proved reserves of approximately 15 MMboe and established reserves of 19 MMboe~~pinnello@i3capital.com

-www.belairenergy.com

Undeveloped and holdings in western Canada of over 300,000 net acres.

Basic shares outstanding of approximately 39.3 million common shares.

Market capitalization of over $100 million.

The all-in cost of the acquisition before tax, including transaction costs, is

estimated as follows:

$31,500 per boepd.

$12.65 per boe of proved reserves.

$10.40 per boe of established reserves.

The transaction requires the approval of BelAir shareholders and the information circular for the transaction will be mailed to BelAir shareholders no later than July 31, 2003. The transaction is also subject to all necessary regulatory approvals and customary conditions, including approval by a minimum two-thirds of the shares voted at the special meeting.

Item 6.

Reliance on Section 118(2) of the Securities Act:

Not applicable.

Item 7.

Omitted Information:

Not applicable.

Item 8.

Senior Officer:

Ross O. Drysdale, Corporate Secretary Telephone: (403) 444-9387

Item 9.

Statement of Senior Officer:

The foregoing accurately discloses the material change referred to herein.

DATED June 26, 2003 at Calgary, Alberta.

BELAIR ENERGY CORPORATION By: "Ross O. Drysdale" Ross O. Drysdale, Corporate Secretary

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