Settlements

DENNIS BERYL BRISTOW [Sec. 161 & Agreed Stmt.]

BCSECCOM #:
Document Type:
Sec. 161 & Agreed Stmt.
Published Date:
2000-01-28
Effective Date:
2000-01-19
Details:


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

AND

IN THE MATTER OF DENNIS BERYL BRISTOW


Order Under Section 161


WHEREAS an Agreed Statement of Facts and Undertaking (the “Agreement”) was executed by Dennis Beryl Bristow (“Bristow”) and the Executive Director, a copy of which is attached hereto as Schedule “A”.

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

1. under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to Bristow for a period of one year from the date of this order;

2. under section 161(1)(d)(ii) of the Act, Bristow be prohibited from becoming or acting as a director or officer of any issuer for a period of two years from the date of this order; and

3. under section 161(1)(d)(iii) of the Act, Bristow be prohibited from engaging in any investor relations activities for any issuer for a period of two years from the date of this order.

DATED at Vancouver, British Columbia, on January 19th, 2000.



Steven J. Wilson
Executive Director

Schedule “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF DENNIS BERYL BRISTOW

Agreed Statement of Facts and Undertaking

1. The following agreement has been reached between Dennis Beryl Bristow (“Bristow”) and the Executive Director.

2. As the basis for the order referred to in paragraph 3 and the undertakings referred to in paragraphs 4 and 5 of this agreement, Bristow acknowledges the following facts as correct:
      2.1 EZE Biz Software Inc. (“EZE Biz”) was incorporated under the Company Act, R.S.B.C. 1996, c. 62 on July 17, 1992, and is not a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

      2.2 at all times relevant to this agreement, Bristow was a director, the president, and the controlling mind of EZE Biz;

      2.3 during the period from February, 1996, to September, 1999, EZE Biz offered its securities for sale to the public, in the form of investment units, each such investment unit having the right to be subsequently exchanged for one share of a related entity that was to become listed for trading on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or the Over-the-Counter Bulletin Board (the “OTCBB”) in the United States (the “Units”);

      2.4 EZE Biz distributed a total of approximately 4,614,642 Units to a total of approximately 473 investors for aggregate proceeds of approximately $5,083,619, of which 2,587,653 Units were distributed to 334 investors resident in British Columbia for proceeds of $2,544,785 (the “BC Distribution”);

      2.5 EZE Biz has not filed a preliminary prospectus or prospectus under section 61 of the Act, or any other form of offering document under the Act, and Bristow has never been registered to trade or advise in securities under section 34 of the Act;

      2.6 the BC Distribution was made without an exemption from the registration and prospectus requirements, contrary to sections 34 and 61 of the Act.
3. Bristow consents to an order by the Executive Director:
      3.1 pursuant to section 161(1)(c) of the Act that the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act not apply to Bristow for a period of one year from the date of the order;

      3.2 pursuant to section 161(1)(d)(ii) of the Act that Bristow be prohibited from becoming or acting as a director or officer of any issuer for a period of two years from the date of the order; and

      3.3 pursuant to section 161(1)(d)(iii) of the Act that Bristow be prohibited from engaging in any investor relations activities for any issuer for a period of two years from the date of the order.
4. Bristow undertakes to pay the Commission the sum of $30,000, $5,000 of which represents the costs of the investigation, and the remainder a penalty, which will be paid into the Industry Education Fund, in accordance with the terms set out in a Promissory Note, executed by Bristow in favour of the British Columbia Securities Commission.

5. Bristow undertakes to comply with the requirements of the Act, the Securities Rules, B.C. Reg. 194/97 and all applicable regulations, policies and guidelines, from the date of this agreement.

6. Bristow waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal relating to, in connection with or incidental to this agreement.

DATED at Vancouver, British Columbia, on January 18, 2000.

“S.E. Gates” )
Witness Signature )
)
Stephen Gates )
Witness Name (please print) )
) “D.B. Bristow”
125 - 1555 McKenzie Ave ) Dennis Beryl Bristow
Address )
)
Manager )
Occupation )

DATED at Vancouver, British Columbia, on January 18th, 2000.



Steven J. Wilson
Executive Director
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