Settlements
AMRR.COM, INC. [Settlement Agrmnt]
|
BCSECCOM #:
2001 BCSECCOM 1138
|
Document Type:
Settlement Agrmnt
|
|
Published Date:
2001-12-04
|
Effective Date:
2001-12-02
|
|
Details:
|
|
2001 BCSECCOM 1138
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF AMRR.COM, INC.
Settlement Agreement
[para 1]
1. The following settlement of issues has been reached between AMRR.com, Inc. (AMRR) and the Executive Director.
Agreed Statement of Facts
[para 2]
2. As the basis for the undertakings referred to in paragraph 4 of this agreement, AMRR acknowledges the following facts as correct:
2.1 AMRR was incorporated under the laws of the state of Nevada, in the United States, and is not incorporated in the province of British Columbia.
2.2 AMRR is not a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the Act).
2.3 AMRR has never been registered in any capacity under the Act, and has never filed a preliminary prospectus or a prospectus under the Act.
2.4 AMRR accepted a total of 43 subscriptions for its securities, and received a total of $119,648 U.S. in proceeds from those subscriptions.
2.5 34 of those 43 subscriptions came from persons who are residents of British Columbia, and AMRR received $90,139 U.S. in proceeds from those subscriptions.
2.6 AMRR purported to rely on the registration and prospectus exemptions found in sections 46(j) and 75(a) of the Act, the private issuer exemptions, for the trades of its securities to 24 persons who are residents of British Columbia.
2.7 None of the exemptions from the registration and prospectus requirements of the Act were applicable to the trades in the securities of AMRR to 19 persons who are residents of British Columbia that subscribed for the securities of AMRR (the Purchasers) because AMRR distributed securities to members of the public.
2.8 With respect to the remaining 10 distributions made under section 74(2)(9), AMRR did not file the required Form 20 (the Report of Exempt Distribution), as required by section 139 of the Securities Rules, B.C. Reg. 194/97, contrary to section 169 of the Act.
Mitigating Factors
[para 3]
3. The Executive Director has taken into account the following facts as factors mitigating the sanctions that would otherwise have applied in the public interest:
3.1 AMRR has co-operated fully with the staff of the British Columbia Securities Commission (the Commission), in connection with this investigation.
3.2 AMRR delivered to each of the Purchasers a draft copy of this agreement and an offering memorandum in the required form.
3.3 AMRR delivered to each of the Purchasers a notice providing each of the Purchasers with a right to rescind their subscription and to receive a full refund of the amount paid.
3.4 Eight of the Purchasers accepted AMRR’s offer of rescission and received payment.
3.5 AMRR filed with the Commission the Form 20 Report of Exempt Distribution for the distribution of its securities made under section 74(2)(9) of the Act.
Undertakings
[para 4]
4. The Company undertakes to:
4.1 comply fully with the Act, the Rules, and any applicable regulations, policies and guidelines, from the date of this agreement; and
4.2 pay to the Commission the sum of $5,000, of which $1,000 represents the costs to the Commission of the investigation.
Waiver
[para 5]
5. AMRR waives any right itmay 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 Settlement Agreement.
DATED at Maple Ridge, British Columbia, on November 16, 2001.
“K. Galpin”________________________
Authorized Signatory for AMRR.com, Inc.
“J. S. Munro”_____________________ )
Witness Signature )
J. Scott Munro____________________ )
Witness Name (please print) )
10933 Sylvester Rd. RR3____________)
Mission, BC V2V 4J1______________ )
Address )
Accountant_______________________)
Occupation )
DATED at Vancouver, British Columbia, on December 2nd, 2001.
“Steve Wilson”
Steve Wilson
Executive Director