UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 41559 / June 25, 1999
ADMINISTRATIVE PROCEEDING
File No. 3-9853
In the Matter of
Gerard Burns,
ORDER MAKING FINDINGS AND
IMPOSING PENNY STOCK BAR
PURSUANT TO SECTION 15(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
I.
In these public administrative proceedings instituted on March 22,
1999, by the Securities and Exchange Commission ("Commission")
pursuant to Section 15(b) of the Securities Exchange Act of 1934
("Exchange Act"), Respondent Gerard Burns ("Burns") has submitted an
Offer of Settlement ("Offer") which the Commission has determined to
accept. Solely for the purpose of these proceedings and any other
proceeding brought by or on behalf of the Commission, or in which the
Commission is a party, prior to a hearing pursuant to the Commission's
Rules of Practice, and without admitting or denying the findings
contained herein, except as to the jurisdiction of the Commission over
him and over the subject matter of this proceeding and as to the
findings contained in Section II, paragraph C, below, which are
admitted, Burns, by his Offer, consents to the entry of findings and
remedial sanctions set forth below.
II.
On the basis of this Order, the Order Instituting Public Proceedings
and the Offer, the Commission finds that
A. In June 1994, prior to VDS becoming a reporting company, All
American Environmental Funding Corporation ("All American"), a
privately held corporation, engaged in a reverse merger with VDS.
Before the reverse merger, VDS was a shell corporation that conducted
no business and that had assets under $1,000.
B. Gerard Burns ( "Respondent" or "Burns") was, at all relevant times,
the chief executive officer and president of VDS. During the relevant
SNIPPETS:
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
ADMINISTRATIVE PROCEEDING
ORDER MAKING FINDINGS AND IMPOSING PENNY STOCK BAR
In these public administrative proceedings instituted on March 22, 1999, by the Securities
In June 1994, prior to VDS becoming a reporting company, All American Environmental Funding
Before the reverse merger, VDS was a shell corporation that conducted no business and that
Gerard Burns ("Respondent" or "Burns") was, at all relevant times, the chief executive
During the relevant time period, Burns controlled, directed, and possessed the power to
On October 21, 1998, the United States District Court for the Southern District of Florida
Previously, on September 29, 1997, the Commission filed a complaint in the United States
The Complaint charged Burns with violations of certain provisions of the antifraud and
Burns fraudulently offered and sold approximately $2.7 million worth of VDS stock to Spanish
misrepresenting that as of August 30, 1994, VDS had shareholder equity of $14,751,412,
failing to disclose that approximately $635,000 from the proceeds of the sale of VDS stock
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