Settlements

Golden Tech Systems Inc., et al. [Sec, 144(1)(c) & 144(1)(d) & Agreed Stmt]

BCSECCOM #:
Document Type:
Published Date:
1990-04-20
Effective Date:
1990-04-17
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985, c. 83
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
W.D. Nesmith
April 17, 1990

   ORDER:-- WHEREAS an Agreed Statement of Facts and Agreement was executed by Joseph Mason ("Mason") and the Superintendent of Brokers (the "Superintendent") a copy of which is attached as Schedule "A";

   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, (the "Act") the exemptions contained in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Mason for a period commencing on the date of this order and expiring on March 30, 1992; and
2.
that pursuant to Section 144(1)(d) of the Act, Mason 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 March 30, 1995.
W.D. 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 HUGH J. MAH, JOSEPH MASON, TATE BLANCHET,
RICHARD BRADBURY AND TAI CHEN
AGREED STATEMENT OF OF FACTS AND AGREEMENT

   The following agreement has been reached between Joseph Mason ("Mason") 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 Superintendant 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 Mason and prohibiting Mason from becoming or acting as a director or officer of any reporting issuer, Mason agrees and acknowledges 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 February 3, 1988;
(c)
on January 19, 1988, the Superintendent issued a Temporary Cease Trade Order pursuant to what was then 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, Hugh J. Mah ("Mah"), Maaon, Tate Blanchet ("Blanchet") and Tai Chen ("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 #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, 1987 which
was overstated and not
achieved and was
significantly reduced in
later filings made by GTS
and
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.
Mason 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 "1".
3.
Mason waives his right to a hearing and review or