Settlements

GLENN ALBERT LITTLE [Agreed Stmnt.]

BCSECCOM #:
Document Type:
Agreed Stmnt.
Published Date:
2000-02-18
Effective Date:
2000-02-14
Details:


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418, as am. S.B.C. 1998, c. 42, s. 47; 1999, c. 20


AND

IN THE MATTER OF GLENN ALBERT LITTLE



Agreed Statement of Facts and Undertaking


The following agreement has been reached between Glenn Albert Little (“Little”) and the Executive Director:

1. As the basis for the undertakings referred to below, Little acknowledges the following facts to be correct:
      1.1 Trooper Technologies Inc. (“Trooper”):
          1.1.1 was incorporated on March 28, 1979under the Company Act, R.S.B.C. 1979, c. 59; and

          1.1.2 is an exchange issuer subject to the By-laws, Rules and Policies of the former Vancouver Stock Exchange (the “VSE”), now the Canadian Venture Exchange (the “CDNX”).
      1.2 International Buying Power Corporation (“IBPC”):
          1.2.1 is a company located in Florida, USA, in the business of providing public relations services on the basis of fees-for-service; and

          1.2.2 is not registered under the Securities Act,R.S.B.C. 1996, c. 418, as am. S.B.C. 1998, c. 42, s. 47; 1999, c. 20 (the “Act”) to trade in securities or act as an adviser.
      1.3 Stanislaw Leon Lis (“Lis”) has been president, chief executive officer and director of Trooper since February 25, 1994.

      1.4 Little has been a director of Trooper since August 24, 1993.

      1.5 Iwona Kozak (“Kozak”) has been a director of Trooper since March 1, 1996 and secretary and chief financial officer of Trooper since April 23, 1999.

      1.6 During the period October 1997 to November 1997, IBPC and Trooper were negotiating for the purpose of entering into an investor relations agreement (the “Negotiations”).

      1.7 On November 6, 1997, in the course of the Negotiations, Lis, on behalf of himself, Little and Kozak, transferred 4,000 shares of Trooper from his personal trading account to a trading account maintained in the name of IBPC.

      1.8 On or about November 11, 1997, in contravention of section 50 of the Act, IBPC issued a newsletter regarding Trooper containing the following prohibited representations: “…we believe the share prices could easily double before the end of 1997 and trade in the $7 to $8 range in early 1998. Attractive returns of 100% to 200% cannot be overlooked or missed completely.”

      1.9 As a consequence of the facts acknowledged in paragraphs 1.6 to 1.8 above, Lis, Little and Kozak acted, and potentially caused Trooper to act, contrary to the public interest by not complying with VSE Policy B. 8.6, as it then was, by causing the transfer of 4,000 shares of Trooper to the trading account of IBPC when the VSE would not have accepted an investor relations agreement that provides for other than cash payments.

      1.10 Furthermore, on November 13, 1997, at the request of the VSE, Lis, Little and Kozak caused Trooper to issue a news release which stated that Trooper had not entered into any agreement or arrangement in any form with IBPC and Trooper did not recognize IBPC as its investor relations agent, without reference to the transfer of the 4,000 shares referred to in paragraph 1.7.

      1.11 During December 1997, again at the request of the VSE, Lis, Little and Kozak also deposed to affidavits which stated that Trooper did not recognize IBPC as its investor relations agent, without reference to the transfer of the 4,000 shares referred to in paragraph 1.7.

      1.12 Little represents that:
          1.12.1 the 4,000 shares of Trooper were transferred to IBPC as a refundable deposit pending completion of an investor relations agreement;

          1.12.2 a written agreement for investor relations services was not completed between Trooper and IBPC;

          1.12.3 IBPC’s newsletter regarding Trooper was released prior to the completion of an investor relations agreement; and

          1.12.4 upon notification from the VSE that IBPC was distributing a newsletter which contained prohibited representations, Trooper discontinued further negotiations for an investor relations agreement with IBPC.
2. Little undertakes to:
      2.1 comply with the provisions of the Act and the Securities Rules, B.C. Reg. 194/97, from the date of this agreement; and

      2.2 comply with the By-laws, Rules and Policies of the VSE from the date of this agreement.
3. Little has paid the Commission the sum of $2,500, $500 of which represents a portion of the costs of the investigation and the balance being penalty.

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


DATED at Vancouver, British Columbia, on February 14, 2000.


“Thomas Deutch”
                      )
Witness Signature )
                      )
Thomas Deutch ) “Glenn Little”
Witness Name (Please Print))
                      )Glenn Albert Little
2550 – 555 W. Hastings )
Address )
                      )
Barrister & Solicitor )
Occupation

      DATED at Vancouver, British Columbia, on February 14, 2000.



                          Steve Wilson
                          Executive Director
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