BCSC panel sanctions five B.C. residents for illegally distributing securities of two health drink producers

VANCOUVER, Dec. 15, 2015 /CNW/ - A British Columbia Securities Commission (BCSC) panel has sanctioned Peter David Harris, Lorne Neil Cire, Christopher Andrew Burke, Millard Michael Kwasnek, Joseph Yvan JeanClaude Thibert (a.k.a. John Thibert,), Paradox Distributors (1992) Ltd., Echo Partners Ltd., SPYru Inc., and U-GO Brands Nutritional Products Inc. for illegally distributing the securities of SPYru and U-GO.

SPYru was a company incorporated in the Turks and Caicos in October 2010 that purported to raise money to develop a health drink based on spirulina. It has never filed a prospectus in B.C. Harris, Cire, Klaus Guenther Glusing and his son, Mark Klaus Glusing, were directors of SPYru at various times. The Glusings are both deceased. 

U-GO is a B.C. company that was incorporated in May 2013. U-GO is in the business of developing a health drink (different from that of SPYru) based on spirulina. Each of the individual respondents has been a director of U-GO since its incorporation. U-GO has never filed a prospectus in B.C.

In July 2015, the panel found that the respondents engaged in illegal distributions, and that Echo Partners Ltd., U-GO, Cire, and Kwasnek breached a temporary order issued by the Executive Director of the BCSC in February 2014. The panel also found that each of Harris and Cire, as directors of SPYru, is liable under the Securities Act for the illegal distributions by SPYru, and that each of Harris, Cire, Kwasnek, Thibert, and Burke, as directors of U-GO, is liable for the illegal distributions by U-GO. In addition, the panel found that each of U-GO and Harris is liable with respect to false information contained in four Exempt Distribution Reports filed by U-GO.

Discussing the harm to investors in its sanctions decision, the panel wrote, "Investors have been harmed by the respondents' misconduct. Investors in SPYru have lost all of their investment. There is no evidence as to the status of the investors' investment in U-GO."

The panel made various orders against the individual and corporate respondents:

  • Harris, Cire, Kwasnek, Burke and U-GO have been ordered to pay $636,000 to the BCSC, on a joint and several basis, that being the total amount obtained as a result of their misconduct in respect of U-GO. 

  • Harris has been ordered to pay an administrative penalty of $50,000. The panel also ordered that Harris resign any position he holds as a director or officer of any issuer or registrant, and he is prohibited from trading or purchasing securities or exchange contracts (with limited exceptions), acting as a registrant or promoter, engaging in investor relations activities, and acting in a management or consultative capacity in connection with the securities market for a period of five years. He is further prohibited from becoming or acting as a director or officer of any issuer or registrant for a period of ten years.

  • Cire has been ordered to pay an administrative penalty of $50,000. The panel also ordered that Cire resign any position he holds as a director or officer of any issuer or registrant (with limited exceptions), and he is prohibited from trading or purchasing securities or exchange contracts (with limited exceptions), acting as a registrant or promoter, engaging in investor relations activities, and acting in a management or consultative capacity in connection with the securities market for a period of three years. He is further prohibited from becoming or acting as a director or officer of any issuer or registrant (with limited exceptions) for a period of seven years.

  • Burke has been ordered to pay an administrative penalty of $20,000. The panel also ordered that Burke resign any position he holds as a director or officer of any issuer or registrant, and he is prohibited from trading or purchasing securities or exchange contracts (with limited exceptions), acting as a registrant or promoter, engaging in investor relations activities, and acting in a management or consultative capacity in connection with the securities market for a period of five years. He is further prohibited from becoming or acting as a director or officer of any issuer or registrant for the same period.

  • Kwasnek has been ordered to pay an administrative penalty of $35,000. The panel also ordered that Kwasnek resign any position he holds as a director or officer of any issuer or registrant, and he is prohibited from trading or purchasing securities or exchange contracts (with limited exceptions), acting as a registrant or promoter, engaging in investor relations activities, and acting in a management or consultative capacity in connection with the securities market for a period of three years. He is further prohibited from becoming or acting as a director or officer of any issuer or registrant for a period of four years.

  • Thibert has been ordered to pay an administrative penalty of $20,000. The panel also ordered that Thibert resign any position he holds as a director or officer of any issuer or registrant, and he is prohibited from trading or purchasing securities or exchange contracts (with limited exceptions), acting as a director or officer of any issuer or registrant, acting as a registrant or promoter, engaging in investor relations activities, and acting in a management or consultative capacity in connection with the securities market for a period of three years.

The panel cited poor record keeping as an aggravating factor that necessitated lengthy bans on being an officer and/or director of an issuer for the individual respondents: "we have found that the co-mingling of investor funds with personal funds and the near total lack of proper record keeping by the respondents fall far short of what we expect of directors and officers of issuers that engage in capital raising activities."

Both SPYru and U-GO were permanently cease-traded by the panel. Paradox is cease-traded and prohibited from engaging in investor relations activities for three years. Echo is cease-traded and prohibited from engaging in investor relations activities for six months, and must pay an administrative penalty of $5,000

In a dissenting sanctions decision, BCSC Vice Chair Nigel Cave found that the disgorgement order against U-GO was not in the public interest, as there was no evidence to suggest that U-GO used the funds raised from the illegal distributions in any manner that was inconsistent with investor expectations.

You may view the findings decision on our website www.bcsc.bc.ca by typing Peter David Harris, Lorne Neil Cire, Christopher Andrew Burke, Millard Michael Kwasnek, Joseph Yvan JeanClaude Thibert, (or John Thibert,), Echo Partners Ltd., Paradox Distributors (1992) Ltd., SPYru Inc., U-GO Brands Nutritional Products Inc., or 2015 BCSECCOM 418 in the search box. Information regarding disciplinary proceedings can be found in the Enforcement section of the BCSC website.

Please visit the Canadian Securities Administrators' Disciplined Persons List for information relating to persons disciplined by provincial securities regulators, the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association (MFDA).

About the British Columbia Securities Commission (www.bcsc.bc.ca)

The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:

  • A securities market that is fair and warrants public confidence
  • A dynamic and competitive securities industry that provides investment opportunities and access to capital

Learn how to protect yourself and become a more informed investor at www.investright.org

SOURCE British Columbia Securities Commission

For further information: Media Contact: Richard Gilhooley, Media Relations, 604-899-6713, mediarelations@bcsc.bc.ca; Public inquiries: 604-899-6854 or 1-800-373-6393 (toll free), inquiries@bcsc.bc.ca

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