COR #93/055

   Kathleen Reilly for commission staff.

1.		Musewald acted jointly and in concert with other persons in acquiring 79% of the issued and outstanding shares of Red Fox Minerals Ltd., and failed to file reports disclosing the acquisitions as required under section 93(1) of the Act; and
2.		Musewald, as a control person, distributed the Red Fox shares he acquired without a prospectus as required under the Act.

   NOW THEREFORE considering the evidence produced and submissions made by counsel for Commission staff, the Commission makes the following findings of fact and law, that:

FINDINGS OF FACT

1.		Red Fox was incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59, and is an exchange issuer under the Act, and its common shares are listed for trading on the Vancouver Stock Exchange;
2.		on or about September 10, 1991, Musewald and 12 other investors, all residents of Germany, acquired through private agreements and not on or through the facilities of the Exchange, 1,798,990 shares of Red Fox, representing 79% of the 2,273,000 issued and outstanding shares;
3.		on or about the same day, Musewald and the other investors agreed with creditors of Red Fox to acquire shares to be issued by Red Fox to the creditors in exchange for their indebtedness of $44,015;
4.		on or about September 18, 1991, Musewald and certain of the other investors agreed with two drilling companies to acquire 200,000 shares of Red Fox to be issued by Red Fox to the two companies for oil and gas interests;
5.		on or about September 18, 1991, Musewald traded 87,416 shares of Red Fox on or through the facilities of the Exchange without a prospectus or an available exemption under the Act or the Securities Regulation, B.C. Reg. 270/86;
6.		in Settlements with the Superintendent of Brokers entered into by the other investors, each acknowledged that Musewald and the other investors, by virtue of the manner in which the acquisitions were structured and effected, acted jointly and in concert for the purposes of Part 11 of the Act and for the purpose of the definition of control person under the Act;

7.		Musewald and the other investors acted jointly and in concert in acquiring the Red Fox shares and as a consequence Musewald became a control person as defined in section 1 of the Act;
8.		Musewald was required to disclose the acquisitions of the Red Fox shares pursuant to section 93(1) of the Act and Musewald failed to comply with that requirement; and
9.		Musewald, as a control person, was required to distribute the Red Fox shares by way of a prospectus pursuant to section 42 of the Act and Musewald failed to comply with that requirement.

1.		under section 144(1)(a) of the Act, that Musewald comply with and cease contravening the provisions of the Act and the Securities Regulation;
2.		under section 144(1)(c) of the Act, that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 do not apply to Musewald for one year from the date of this order; and
3.		under section 144.1 of the Act, that Musewald pay an administrative penalty of $5,000.