Notices of Hearing & Temporary Orders

MICHAEL PAUL OLSEN, [Further Amended Sec. 161]

BCSECCOM #:
Document Type:
Further Amended Sec. 161
Published Date:
1999-10-15
Effective Date:
1999-10-12
Details:


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

AND

IN THE MATTER OF MICHAEL PAUL OLSEN, 3538397 CANADA LTD.
(DOING BUSINESS AS WEALTH MANAGEMENT GROUP),
OLSEN FINANCIAL CONSULTANTS and INSTANT VISION, INC.
(collectively, the “Respondents”)


Further Amended Notice of Hearing Under Section 161

1. WHEREAS the Executive Director issued a Temporary Order pursuant to section 161(2) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) on January 8, 1999, against Michael Paul Olsen (“Olsen”), and against the trading in the securities of 3538397 Canada Ltd. (“3538397”) and the securities of Olsen Financial Consultants Inc. (“OFCI”), (the “Temporary Orders”) which Temporary Orders were extended by the British Columbia Securities Commission (the “Commission”) on March 3, 1999, and further extended on March 30, 1999;

2. AND WHEREAS it appears to the Executive Director, on the advice of the Staff of the Commission that:
      2.1 Michael Paul Olsen (“Olsen”) is not a registrant under the Act. Olsen was formerly registered as a Registered Representative employed by Vantage Securities Inc. (“Vantage”), with said registration terminating on April 27, 1998;
      2.2 3538397 Canada Ltd. is incorporated under the laws of Canada. 3538397 Canada Ltd. carries on or intends to carry on business as “Wealth Management Group”. 3538397 Canada Ltd. is not a reporting issuer in British Columbia;
      2.3 Olsen Financial Consultants Inc. (“OFCI”) was incorporated under the laws of British Columbia on December 18, 1995. Olsen is the President, Secretary and sole director of OFCI. OFCI is not a reporting issuer under the Act;
      2.4 Instant Vision Inc. (“Instant Vision”) is apparently incorporated in the State of Delaware, U.S.A. Instant Vision is not a reporting issuer under the Act;
      2.5 Talkstar, Inc. (“Talkstar”) was incorporated in the State of Nevada, U.S.A., on May 16, 1997, as MBP Technologies, Inc. Talkstar is not a reporting issuer under the Act.
      2.6 Olsen has sold an investment referred to as the “OFCI Bond” (the “Bond”);

      2.7 the Bond is in effect a document evidencing a debt obligation owed by OFCI to the registered holder. In some instances, investors received no OFCI Prospectus or Offering Memorandum at the time that the Bond was purchased;
      2.8 in May and June 1998, after Olsen’s registration as an employee of Vantage Securities Inc. was terminated, he sold “Series B Debentures” of Instant Vision. In some instances, investors received no Instant Vision Prospectus or Offering Memorandum at the time they purchased these securities from Olsen;
      2.9 in early September 1998, Olsen sold shares of Talkstar. In some instances, investors received no Talkstar Prospectus or Offering Memorandum at the time that they purchased these securities from Olsen;
      2.10 in or about November, 1998, purchasers of the Bond were presented by Olsen with a Conversion and Subscription Agreement (the “Agreement”), which some purchasers executed. The Agreement had the effect of converting the purchaser’s holdings of the Bond into preferred shares in 3538397 Canada Ltd.;
      2.11 in some instances, Olsen sold Instant Vision debentures in meetings with clients together with Michael Gelmon, President of Instant Vision;
      2.12 the sales of the Bond, Instant Vision debentures and Talkstar shares, and the conversion to shares of 3538397 Canada Ltd., are distributions of securities without a prospectus or exemption by Olsen contrary to section 61 of the Act;

      2.13 the sales of Instant Vision debentures and of Talkstar shares, and the conversion of the Bond into shares of 3538397 Canada Ltd., by Olsen after the termination of his registration are trades without registration contrary to section 34 of the Act;
      2.14 Olsen acted as an advisor without registration contrary to section 34(1)(c) of the Act at the time he sold the investment in 3538397 Canada Ltd.;
      2.15 By arranging meetings between his former clients and Instant Vision after he was no longer registered to trade in securities, Olsen acted in association with Instant Vision in selling Instant Vision debentures;

      2.16 Instant Vision distributed its own securities to residents of British Columbia without a prospectus having been filed and a receipt obtained from the Executive Director or without an exemption from the prospectus requirements, contrary to section 61 of the Act;

      2.17 During the period when he was a registered representative employed by Vantage, Olsen frequently recommended that his clients purchase securities of risky or speculative ventures such that some of his clients had an unsuitably high percentage of such holdings in their portfolios. In some instances Olsen recommended borrowing or leveraging strategies that were unsuitable given the investment needs and objectives of the client;

      2.18 in making recommendations as described in paragraph 2.17, Olsen was required to advise of the unsuitability of a proposed purchase or sale for the client, if that were the case. He failed to do this, contrary to section 48(2) of the Securities Rules, B.C. Reg. 196/97 (the “Rules”); and

      2.19 Olsen was required to deal fairly, honestly and in good faith with his clients. By advising his clients to purchase unsuitable investments, Olsen acted in a manner that was contrary to section 14 of the Rules;

3. TAKE NOTICE that a hearing will be held at the 7th Floor Hearing Room, 865 Hornby Street, Vancouver, British Columbia, on November 8, 1999, (the “Hearing”) to give the Respondents an opportunity to be heard before the Commission. At the Hearing the Commission will be asked by the Staff of the Commission to make the following orders in the public interest:
      3.1 any or all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Olsen, 3538397 and OFCI pursuant to section 161(1)(c) of the Act;
3.2 Olsen resign any position that he holds as a director or officer of any issuer, pursuant to section 161(1)(d) of the Act;

      3.3 Olsen be prohibited from becoming or acting as a director or officer of any issuer, pursuant to section 161(1)(d) of the Act;

      3.4 Olsen, 3538397 and OFCI be prohibited from engaging in investor relations activities, pursuant to section 161(1)(d) of the Act;

      3.5 that the Respondents pay administrative penalties, pursuant to section 162 of the Act;

      3.6 the Respondents pay the prescribed fees or charges for the costs of or related to the Hearing, pursuant to section 174 of the Act; and

      3.7 such further and other relief as the Commission considers appropriate in the circumstances;

4. 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 the Hearing by contacting the Secretary to the Commission at 1200 – 865 Hornby Street, Vancouver, British Columbia, V6Z 2H4; facsimile: (604) 899-6506.


DATED at Vancouver, British Columbia, on October 12, 1999.




                          Steve Wilson
                          Executive Director
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