BCSC issues temporary order to stop capital raising during investigation

VANCOUVER, Feb. 7, 2017 /CNW/ - The Executive Director of the British Columbia Securities Commission (BCSC) has issued a temporary order to allow BCSC staff to complete their investigation into whether 13 people and nine companies have violated securities legislation. The respondents have raised approximately $36 million from over 300 investors.

According to the temporary order, Aik Guan "Frankie" Lim and Scott Thomas Low, both B.C. residents, are the founding directors of FS Financial Strategies Inc. There are five additional B.C. companies, one Alberta company, and two federally registered companies associated with FS Strategies (collectively, the FS Group):

• FS Financial Services Inc.;
• FS Financial Strategies Services Inc.;
• WL Strategic Capital Partners Inc.;
• FS Stellar Insurance Services Inc.;
• Verico FS Capital Inc.;
• FS Financial Services (Alberta) Inc.;
• CC Cornerstone Credit Ltd. now known as Flexfi Inc., which is federally registered; and
• FS Financial Systems Inc., which is federally registered.

Lim and Low, nine other B.C. residents, and one Alberta resident were at various times directors of the FS Group companies. One other B.C. resident had signing authority over at least five bank accounts of the FS Group companies.

During the course of their investigation, BCSC staff learned that FS Strategies' expenses exceeded its revenue each year, with annual net losses increasing from approximately $800,000 in 2011 to over $7 million in 2015. Lim and Low failed to disclose FS Strategies' financial situation to potential investors. By 2013, the company's revenue was insufficient to cover interest payments, but the respondents continued to pay interest by using money from new investors to pay other investors.

Through the investigation, BCSC staff also learned that between 2010 and 2014, FS Strategies raised approximately $18 million from 168 investors using loan agreements. FS Strategies has never filed a prospectus, offering memorandum, or a report of exempt distribution. It appears some of the investors did not qualify for exemptions under the Act.

In December 2014, Lim, Low, and FS Strategies each entered into an undertaking with the Executive Director to cease trading and distributing securities until FS Strategies filed required reports, provided documentation about the exemptions claimed, and refunded all loans from individuals who did not qualify for an exemption. These steps have not been completed and the undertakings remain in effect.

BCSC staff maintain that four months after signing the undertakings, FS Financial Services (Alberta) Inc. was incorporated in Alberta and used by the respondents to raise an additional $16 million from 105 investors, 101 from B.C.

Between April 2014 and September 2016, WL Strategic Capital Partners Inc. raised an additional $2.7 million from approximately 45 investors. BCSC staff believe this money was transferred to various FS Group companies. 

The BCSC has also issued freeze orders over 11 bank accounts.

The Executive Director has issued a temporary order prohibiting all the respondents from trading in or purchasing any securities with limited exceptions. Under the order, all securities of the FS Group companies have been cease traded.

Counsel for the Executive Director will apply to extend the temporary order before a panel of commissioners on February 17, 2017 at 10:00 a.m.

You may view the temporary order on our website, www.bcsc.bc.ca, by typing the names of any of the respondents or 2017 BCSECCOM 33 in the search box. Information about disciplinary proceedings can be found in the Enforcement section of the BCSC website.

Please visit the Canadian Securities Administrators' (CSA) Disciplined 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 of Canada (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: Alison Walker, 604-899-6713; Public inquiries: 604-899-6854 or 1-800-373-6393 (toll free), inquiries@bcsc.bc.ca

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