Settlements

Golden Tech Systems Inc., et al. [Sec. 144]

BCSECCOM #:
Document Type:
Sec. 144
Published Date:
1990-02-02
Effective Date:
1990-02-02
Details:


Golden Tech Systems Inc. (Re)
IN THE MATTER OF the Securities Act, S.B.C. 1985, Chapter 83,
as amended
AND IN THE MATTER OF Golden Tech Systems Inc.
AND IN THE MATTER OF Hugh J. Mah, Joseph Mason, Tate Blanchet,
Richard Bradbury and Tai Chen
Section 144(1)(d) Order
W. Nesmith
February 2, 1990

ORDER:-- WHEREAS an Agreed Statement of Facts and Undertaking was executed by Tate Blanchet ("Blanchet") and the Superintendent of Brokers (the "Superintendent") a copy of which is attached as Schedule "1";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders that pursuant to Section 144(1)(d) of the Securities Act S.B.C. 1985 c. 83, as amended, Blanchet is prohibited from becoming or acting as a director or officer of any reporting issuer for a period commencing on the date of this order and expiring on January 14, 1993.

WADE NESMITH
Superintendent of Brokers


*  *  *  *  *
Schedule "1"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985 c. 83 AS AMENDED
AND
IN THE MATTER OF GOLDEN TECH SYSTEMS INC.
AND
IN THE MATTER OF HUGH J. MAH, JOSEPH MASON,
TATE BLANCHET, RICHARD BRADBURY AND TAI CHEN
AGREED STATEMENT OF FACTS AND AGREEMENT

The following agreement has been reached between Hugh J. Mah ("Mah"), Tate Blanchet ("Blanchet") and Tai Chen ("Chen") (all of whom are collectively the "Respondents") and the Superintendent of Brokers (the "Superintendent").

1. For the purposes of these proceedings only and as the basis for the orders made by the Superintendent pursuant to sections 144(1)(c) and 144(1)(d) of the Securities Act S.B.C. 1985 c. 83, as amended (the "Act") withdrawing the statutory exemptions of the Respondents and prohibiting the Respondents from becoming or acting as directors or officers of any reporting issuer, the Respondents agree and acknowledge that the following facts are correct:

(a)Golden Tech Systems Inc. ("GTS") is a company which was incorporated under the laws of the Province of British Columbia on February 16, 1984;
(b)the securities of GTS were listed and posted for trading on the Vancouver Stock Exchange (the "VSE") at all material times and up to and including January 19, 1988;
(c)on January 19, 1988, the Superintendent issued a Temporary Cease Trade Order pursuant to section 144 of the Act (the "TCTO");
(d)the TCTO has been extended by the British Columbia Securities Commission until a hearing is held and a decision rendered;
(e)at all material times, Mah, Joseph Mason ("Mason"), Blanchet and Chen were either officers or directors or both of GTS;
(f)Mason was at all material times, a principal of Halcyon Capital Corporation ("Halcyon"); and
(g)certain documents which GTS filed with the Superintendent and the VSE or which were disseminated to the public contained statements which, at the time and in light of the circumstances in which they were made, were misrepresentations, within the meaning of the Act, including
(i)a Statement of Material Facts No. 180/86 having an effective date of November 20, 1986, and specifically, but without limitation, statements about
A)working capital which was overstated
B)the use of proceeds which was inaccurate
C)sales projections which, as it turned out, were overstated
D)the shareholdings of Mah, Blanchet and Chen following the underwriting and
E)details of non arms length transactions including various transactions with Halcyon,
(ii)press releases authorized and issued on behalf of GTS dated
A)June 27, 1986 re: anticipated sales in 1986 of $7 million to $9 million, and a projection of sales in 1987 of between $40 million and $60 million both of which were significantly different from subsequent disclosures made by GTS of actual sales and revised projections
B)March 10, 1987 re: year to date sales which were significantly overstated given later filings made by GTS
C)April 7, 1987 re: unaudited forecasted consolidated statement of earnings for the year ended December 31, 1986 which was overstated and not achieved and was significantly reduced in later filings made by GTS
D)May 19, 1987 re: references to first quarter revenue were inaccurate when a sale was reversed in the second quarter of 1987 and this reversal was reflected in later filings made by GTS,
(iii)unaudited forecasted consolidated statement of earnings for the year ended December 31, 1987 which was overstated and not achieved, and
(iv)Amended Statement of Material Facts dated April 10, 1987 which failed to disclose certain material contacts.
2. Mah hereby waives any requirement of a hearing under section 144(1) of the Act and consents to an order of the Superintendent pursuant to sections 144(1)(c) and 144(1)(d) of the Act in the form of order attached hereto as Schedule "A".

3. Blanchet hereby waives any requirement of a hearing under section 144(1) of the Act and consents to an order of the Superintendent pursuant to sections 144(1)(c) and 144(1)(d) of the Act in the form of order attached hereto as Schedule "B".

4. Chen hereby waives any requirement of a hearing under section 144(1) of the Act and consents to an order of the Superintendent pursuant to sections 144(1)(c) and 144(1)(d) of the Act in the form of order attached hereto as Schedule "C".

5. Each of the Respondents waives his right to a hearing and review or an appeal as set out in sections 147 and 149 of the Act.

6. Mah hereby agrees to pay forthwith to or to the order of Her Majesty the Queen in Right of the Province of British Columbia as represented by the Minister of Finance the sum of $4,000.00.

7. Blanchet hereby agrees to pay forthwith to or to the order of Her Majesty the Queen in Right of the Province of British Columbia represented by the Minister of Finance the sum of $1,500.00

8. Chen hereby agrees to pay forthwith to the order of Her Majesty the Queen in Right of the Province of British Columbia represented by the Minister of Finance the sum of $1,500.00.

HUGH J. MAH
TATE BLANCHET
TAI CHEN

WADE NESMITH
Superintendent of Brokers


*  *  *  *  *
SCHEDULE "A"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985 c. 83 AS AMENDED
AND
IN THE MATTER OF GOLDEN TECH SYSTEMS INC.
AND
IN THE MATTER OF HUGH J. MAH, JOSEPH MASON,
TATE BLANCHET, RICHARD BRADBURY AND TAI CHEN
Section 144(1)(c) and Section 144(1)(d) Orders

WHEREAS an Agreed Statement of Facts and Undertaking was executed by Hugh J. Mah ("Mah") and the Superintendent of Brokers (the "Superintendent") a copy of which is attached as Schedule "1";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders:

1. that pursuant to Section 144(1)(c) of the Securities Act S.B.C. 1985, c. 83, as amended (the "Act") the exemptions contained in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Mah for a period commencing on the date of this order and expiring on January 14, 1991; and

2. that pursuant to Section 144(1)(d) of the Act, Mah is prohibited from becoming or acting as a director or officer of any reporting issuer for a period commencing on the date of this order and expiring on January 14, 1995.

Wade Nesmith
Superintendent of Brokers


*  *  *  *  *
SCHEDULE "B"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985 c. 83 AS AMENDED
AND
IN THE MATTER OF GOLDEN TECH SYSTEMS INC.
AND
IN THE MATTER OF HUGH J. MAH, JOSEPH MASON,
TATE BLANCHET, RICHARD BRADBURY AND TAI CHEN
Section 144(1)(d) Order

WHEREAS an Agreed Statement of Facts and Undertaking was executed by Tate Blanchet ("Blanchet") and the Superintendent of Brokers (the "Superintendent") a copy of which is attached as Schedule "1";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders that pursuant to Section 144(1)(d) of the Securities Act S.B.C. 1985 c. 83, as amended, Blanchet is prohibited from becoming or acting as a director or officer of any reporting issuer for a period commencing on the date of this order and expiring on January 14, 1993.

Wade Nesmith
Superintendent of Brokers


*  *  *  *  *
SCHEDULE "C"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985 c. 83 AS AMENDED
AND
IN THE MATTER OF GOLDEN TECH SYSTEMS INC.
AND
IN THE MATTER OF HUGH J. MAH, JOSEPH MASON,
TATE BLANCHET, RICHARD BRADBURY AND TAI CHEN
Section 144(1)(d) Order

WHEREAS an Agreed Statement of Facts and Undertaking was executed by Tai Chen ("Chen") and the Superintendent of Brokers (the "Superintendent") a copy of which is attached as Schedule "1";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders that pursuant to Section 144(1)(d) of the Securities Act S.B.C. 1985 c. 83, as amended, Chen is prohibited from becoming or acting as a director or officer of any reporting issuer for a period commencing on the date of this order and expiring on January 14, 1993.

Wade Nesmith
Superintendent of Brokers


*  *  *  *  *
SCHEDULE "C"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, C. 83, AS AMENDED
AND
IN THE MATTER OF GOLDEN TECH SYSTEMS INC.
AND
IN THE MATTER OF HUGH J. MAH, JOSEPH MASON, TATE
BLANCHET, RICHARD BRADBURY AND TAI CHEN
Section 144(1)(d) Order

WHEREAS an Agreed Statetment of Facts and Undertaking was executed by Tai Chen ("Chen") and the Superintendent of Brokers (the "Superintendent") a copy of which is attached as Schedule "1":

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders that pursuant to Section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83, as amended, Chen is prohibited from becoming or acting as a director or officer of any reporting issuer for a period commencing on the date of this order and expiring on January 14, 1993.

Wade Nesmith
Superintendent of Brokers