Notices of Hearing & Temporary Orders

MARGUERITE MARIE FRANCE MARINUS, et. al. [Temporary Order and Notice of Hearing]

BCSECCOM #:
Document Type:
Temporary Order and Notice of Hearing
Published Date:
1999-05-21
Effective Date:
1999-05-19
Details:


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

AND

IN THE MATTER OF MARGUERITE MARIE FRANCE MARINUS,
COI CELLULAR ONE INC., AND NORTHERN INDEPENDENT MARKETING INC.


Temporary Order and Notice of Hearing Under Section 161

1. WHEREAS it appears to the Executive Director on the advice of the Staff of the British Columbia Securities Commission (the “Commission”), that:
      1.1 Marguerite Marie France Marinus (“Marinus”) has previously been registered as a Registered Representative/Restricted to Mutual Funds and is currently not a registrant under the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

      1.2 COI Cellular One Inc. (“COI”) was incorporated under the laws of British Columbia on February 15, 1990. COI is neither a reporting issuer or an exchange issuer. COI is in the cellular phone rental business and Kenneth Shewfelt is the President of COI;

      1.3 Northern Independent Marketing Inc. (“NIM”) was incorporated under the laws of British Columbia on July 15, 1998. NIM is not registered in any capacity under the Act. NIM is a company whose directors are Karen Lowery and Stephanie Polegi. Staff believe that NIM is controlled by Marinus and has been used by her to solicit investors for the distributions and investments described in paragraphs 1.4 and 1.12 below;

      1.4 on or about June 23, 1998, Staff of the Commission obtained an Investigation Order under section 142 of the Act (the “Investigation Order”) that ordered Staff to investigate, inquire into, inspect and examine any person, company or other entity in respect of any matter relating directly or indirectly to the distribution of securities since November 30, 1995, by Donald Currie (“Currie”), among others, and further to investigate the use of the proceeds raised under certain distributions to members of the public in British Columbia (the “Distributions”);

      1.5 Staff of the Commission was concerned that Currie and Marinus may have been raising money from the public through the Distributions which Currie may not have been spending in a manner consistent with the representations being made to investors. Staff therefore issued a Summons to Attend Before an Investigator Under Section 144 of the Act (the “Summons”) to Currie;

      1.6 Currie refused to comply with the Summons and Staff was concerned that the investigation of this matter was being hampered by Currie’s refusal to comply with the Summons;

      1.7 in November 1998, Currie, having failed to comply with the Summons, attended before the Commission and consented to the following orders:
          1.7.1 under section 161(1)(a)(ii) of the Act, Currie comply with the requirement to produce documents contained in the Summons issued on June 23, 1998, on or by November 23, 1998;

          1.7.2 under section 161(1)(c) of the Act, that any or all of the exemptions in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Currie until such time as the requirement to produce documents contained in the Summons is complied with in full and subject to further order of the Commission;

          1.7.3 under section 161(1)(d) of the Act, Currie is prohibited from acting as a director or officer of any issuer until such time as the requirement to produce documents contained in the Summons is complied with in full and subject to further order of the Commission, except that Currie may act as a director of the companies for the purposes of gathering and producing the documents sought in the Summons; and

          1.7.4 under section 161(1)(e) of the Act, Currie is prohibited from engaging in investor relations activities until such time as the requirement to produce documents contained in the Summons is complied with in full and subject to further order of the Commission;
      1.8 having still not complied with the Summons as of the date of this Temporary Order and Notice of Hearing, Currie remains subject to the Temporary Orders issued in November, 1998;

      1.9 in February, 1999, Staff of the Commission became aware that Marinus had agreed to solicit investors to obtain financing for COI to take it public on the “NASDAQ Bulletin Board” which refers to a quotation on the OTC Bulletin Board, an automated quotation system;

      1.10 it appears to Staff that Marinus has been identified by Currie to prospective investors as one of the people who was raising funds for Currie in various projects for which Currie was seeking investors, including COI;
      1.11 it appears to Staff that COI has only received $45,000 of money raised as a result of the financing purportedly undertaken by Currie and Marinus;

      1.12 Marinus appears to be selling the investment in NIM and COI to investors in Prince George, British Columbia (the “Investments”);

      1.13 Marinus has advised Staff that $200,000 has been raised for COI through her efforts and those of Currie and that the Investors solicited by her had already paid for their shares in COI;

      1.14 the investors who purportedly invested in COI through Marinus did not receive a Prospectus or Offering Memorandum at the time that they purchased the Investments;

      1.15 the purported sales of the Investments are distributions of securities without a prospectus or exemption by Marinus, NIM and COI (collectively, the “Respondents”), contrary to section 61 of the Act;

      1.16 the sales of certain Investments in COI by Marinus after the termination of her registration are trades without registration contrary to section 34 of the Act. Marinus acts on behalf of, or in association with, Currie in making these trades without registration;

      1.17 on March 15, 1999, one investor received a letter dated March 4, 1999 from Marinus in which she states that NIM of which she describes herself as President, entered into an agreement with COI “for the acquisition of COI, with a valuation of $805,100”. The letter further indicates that Marinus was selling shares in NIM to investors. Marinus also states in the letter that, “We have closed the first level of seed shares at 50 cents per share with individuals who were the first to participate in this plan. Shares at the next level are priced at 75 cents per share.”;

      1.18 it appears to Staff that NIM is being used as a vehicle through which shareholders in the Currie related projects are being asked to invest in COI and that NIM and Marinus are continuing to solicit investors for the purpose of making distributions to those existing shareholders in the Currie Distributions; and

      1.19 it appears that Marinus, and NIM, traded in securities without registration contrary to section 34 of the Act and made misrepresentations for the purposes of effecting a trade in securities and during the course of investor relations, contrary to section 50 of the Act, which misrepresentations included:
          1.19.1 Marinus represented that COI would be listed on the NASDAQ Bulletin Board, more commonly known as the OTC Bulletin Board, an automated quotation system, contrary to section 50(1)(d) of the Act; and

          1.19.2 it appears to Staff that Marinus and NIM are making representations that the securities in COI will be listed or posted for trading on an exchange, contrary to section 50(1)(c) of the Act;
2. AND WHEREAS the Executive Director considers that the length of time to hold a hearing under section 161(1) of the Act could be prejudicial to the public interest.

3. NOW THEREFORE the Executive Director, considering it would be in the public interest to do so, orders, pursuant to section 161(2) of the Act (the “Temporary Order”), as follows:
      3.1 trading in any securities by the Respondents cease; and

      3.2 trading in the securities of COI or NIM cease.
4. TAKE NOTICE that a hearing will be held at the 7th Floor Hearing Room, 865 Hornby Street, Vancouver, British Columbia, on June 2, 1999, at 9:00 a.m. (the “Hearing”) to consider the Temporary Order;

5. AND TAKE NOTICE that at the Hearing, staff will bring the following applications:
      5.1 that the matter be adjourned for 180 days to permit the conclusion of the investigation in this matter; and

      5.2 that the Temporary Order be extended until such time as the Hearing in this matter has been reconvened and the decision rendered on its merits;
6. AND TAKE NOTICE that the Respondents may be represented by counsel at the Hearing and may make representations and lead evidence. The Respondents are requested to advise the Commission of their intention to attend by contacting the Secretary of the Commission at 1200 - 865 Hornby Street, Vancouver, BC V6Z 2H4;

7. AND TAKE NOTICE that determinations may be made in this matter if the Respondents or their counsel do not appear at the Hearing.


DATED at Vancouver, British Columbia, on May 19, 1999.




Wayne Redwick, C.G.A.
Acting Executive Director
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