BCSC

Settlements

BRUCE P. DUNN [Sec. 161 & Agreed Stmt]

BCSECCOM #:	Document Type: Sec. 161 & Agreed Stmt
Published Date: 1998-12-11	Effective Date: 1998-12-07
Details:

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF BRUCE P. DUNN

Order Under Section 161

WHEREAS an Agreed Statement of Facts and Undertaking was executed by Bruce P. Dunn (“Dunn”) and the Executive Director, a copy of which is attached hereto as Exhibit “A” (the “Agreement”):

NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so, orders, by consent, that:

1. pursuant to section 161(1)(b) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), Dunn is prohibited from participating in any further distribution of the securities of General Astronautics Canada, General Astronautics America and General Astronautics Holdings;

2. pursuant to section 161(1)(c) of the Act, the exemptions described in sections 44-47, 74, 75, 98 or 99 of the Act do not apply to Dunn until December 31, 2000 and Dunn has satisfied the obligation set out at paragraph 3 of the Agreement, save that Dunn is entitled to rely on the exemption set out at section 45(2)(7) of the Act;

3. pursuant to section 161(1)(d) of the Act, Dunn is prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer that has distributed, or proposes to distribute, securities without a prospectus by relying on the exemptions contained in sections 74(2)(4) of the Act or section 128(a), (b) or (c) of the Securities Rules, B.C. Reg. 194/97 until such time as:

3.1 Dunn has successfully completed a course of study satisfactory to the Executive Director concerning public companies and the duties and responsibilities of directors and officers of public companies; and

3.2 December 31, 2000; and

3.3 Dunn satisfies his obligation to pay the sum of $4,000 as described in paragraph 3 of the Agreement; and

4. pursuant to section 161(1)(d)(iii) of the Act, Dunn is prohibited from engaging in investor relations activities until December 31, 2000 and Dunn has satisfied the obligation set out at paragraph 3 of the Agreement.

DATED at Vancouver, British Columbia, on December 7, 1998.

Michael J. Watson
Acting Executive Director

Exhibit “A”

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF BRUCE P. DUNN

Agreed Statement of Facts and Undertaking

The following agreement has been reached between Bruce P. Dunn (“Dunn”) and the Executive Director:

1. As a basis for the order and undertaking referred to in paragraphs 2 and 3 of this agreement, Dunn acknowledges the following facts and as correct:

1.1 General Astronautics Holdings Company, Ltd. (“General Astronautics Holdings”) is registered as an exempt company with the Corporate Registry in the Cayman Islands. General Astronautics Holdings is not a reporting issuer under the

Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

1.2 General Astronautics Canada, Inc. (“General Astronautics Canada”) is a Canadian subsidiary of General Astronautics Holdings and was incorporated in British Columbia under the

Company Act, R.S.B.C. 1979, c. 59 on March 27, 1995. General Astronautics Canada is not a reporting issuer under the Act;

1.3 General Astronautics America, Inc. (“General Astronautics America”) is a U.S. subsidiary of General Astronautics Holdings and was incorporated under the statutes of the State of Wyoming, United States of America on August 20, 1996, and is authorized to carry on business in the State of Washington, United States of America. General Astronautics America is not a reporting issuer under the

Act;

1.4 Dunn has been the president and an officer of General Astronautics Canada since November 1996;

1.5 Jerome Wright (“Wright”) is the founder and driving force behind General Astronautics Canada, General Astronautices America and General Astronautices Holdings (collectively, the “General Astronautics Group”);

1.6 the General Astronautics Group have offices located at 290 West 7th Avenue, Vancouver, British Columbia;

1.7 Dunn is not now nor at any time been registered to trade or advise in securities in British Columbia;

1.8 from August 1995 through to the present, securities of General Astronautics Holdings (the “Securities”) have been distributed from British Columbia by Wright, Dunn or the General Astronautics Group to residents of the United States of America, even though a prospectus for the Securities had not been filed with, and no receipt for the Securities had been obtained from, the Executive Director;

1.9 by distributing the Securities without complying with the registration and prospectus requirements of the

Act, Dunn has contravened sections 34 and 61 of the Act;

1.10 in connection with the distribution of the Securities, Dunn has made written representations in materials delivered to prospective investors and with the intention of effecting a trade in the Securities, that the Securities would be listed and posted for trading on an exchange. These representations we made contrary to section 50(1)(c) of the

Act;

1.11 from in or about 1989 through to June, 1998, the General Astronautics Group have raised approximately $1 million US from investors; and

1.12 Dunn has co-operated fully with staff of the Commission in their investigation into the matters referred to in this agreement.

2. Dunn consents to an order by the Executive Director (the “Order”) that:

2.1 pursuant to section 161(1)(b) of the

Act, Dunn is prohibited from participating in any further distribution of the securities of the General Astronautics Group;

2.2 pursuant to section 161(1)(c) of the

Act, that the exemptions described in sections 44-47, 74, 75, 98 or 99 of the Act do not apply to Dunn until December 31, 2000, and Dunn has paid in full the amount set out in paragraph 3 of this agreement, save that Dunn is entitled to rely on the exemption set out at section 45(2)(7) of the Act;

2.3 pursuant to section 161(1)(d) of the

Act, Dunn is prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer that has distributed, or proposes to distribute, securities without a prospectus by relying on the exemptions contained in sections 74(2)(4) of the Act or section 128(a), (b) or (c) of the Securities Rules, B.C. Reg. 194/97 until such time as:

2.3.1 Dunn has successfully completed a course of study satisfactory to the Executive Director concerning public companies and the duties and responsibilities of directors and officers of public companies; and

2.3.2 December 31, 2000, and Dunn has made full payment of the amount set out in paragraph 3 of this agreement; and

2.4 pursuant to section 161(1)(d)(iii) of the

Act, Dunn is prohibited from engaging in investor relations activities until December 31, 2000, and Dunn has paid in full the amount set out in paragraph 3 of this agreement.

3. Dunn undertakes and agrees to pay to the British Columbia Securities Commission the amount of $4,000 as a contribution to the costs of the investigation of this matter, on or before December 31, 1998.

4. Dunn waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with or incidental to this agreement and any related orders.

DATED at Vancouver, British Columbia, on December 3, 1998.

“Denise Watson”__________	)
Witness Signature	)
Denise Watson___________	)	__________________
Witness Name (please print)	)	“Bruce P. Dunn”
2700 - 700 W. Georgia St.__	)
	)
Van. BC V7Y 1B8_______	)
Address	)
Legal Assistant__________	)
Occupation	)

DATED at Vancouver, British Columbia, on December 4, 1998.

Michael J. Watson
Acting Executive Director