Settlements
THOMAS LANDON CROFT [Sec. 161 & Agreed Stmnt]
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BCSECCOM #:
2001 BCSECCOM 359, 2001 BCSECCOM 360
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Document Type:
Sec. 161 & Agreed Stmnt
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Published Date:
2001-03-28
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Effective Date:
2001-03-22
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Details:
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2001 BCSECCOM 359
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF THOMAS LANDON CROFT
Order Under Section 161
[para 1]
1. WHEREAS a Settlement Agreement has been executed between Thomas Landon Croft and the Executive Director, a copy of which is attached hereto as Schedule “A”.
[para 2]
2. NOW THEREFORE, the Executive Director, considering that it would not be prejudicial to the public interest to do so, orders, by consent, that:
2.1 under section 161(1)(b) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) Croft cease trading in any securities in British Columbia;
2.2 under section 161(1)(c) of the Act any or all of the exemptions listed in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Croft;
2.3 under section 161(1)(d) of the Act Croft resign any position he may hold as a director or officer of an issuer and that he is prohibited from becoming or acting as director or officer of any issuer; and
2.4 under section 161(1)(d) of the Act Croft is prohibited from engaging in investor relations activities on behalf of any issuer;
for the later of eight years, the payment of $10,000, and completing a course satisfactory to the Executive Director concerning the duties of officers and directors of public companies in this jurisdiction.
DATED at Vancouver, British Columbia, on March 22, 2001.
Steve Wilson
Executive Director
2001 BCSECCOM 360
Schedule “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF THOMAS LANDON CROFT
Settlement Agreement
[para 1]
1. The following settlement of issues has been reached between Thomas Landon Croft (“Croft”) and the Executive Director.
Agreed Statement of Facts
[para 2]
2. As the basis for the undertakings and orders referred to in paragraphs 4 and 5 of this settlement, Croft acknowledges the following facts as correct:
2.1 A2Z USA, Inc. (“A2Z”) is a corporation created under the laws of the State of Nevada and registered as an extra provincial company under the Company Act, R.S.B.C. 1996, c. 62.
2.2 A2Z operated a telemarketing business that traded in securities, and had its place of business in British Columbia located at the 22nd Floor, 1050 West Pender Street, in the City of Vancouver.
2.3 A2Z traded in the securities of various limited liability companies. It contacted persons in order to sell them an interest in a limited liability company, which was to carry on the business of selling retail consumer or business goods on a “virtual shopping mall” located on the Internet Web site of A2Z.
2.4 A2Z also traded in securities of its own issue. It contacted persons in British Columbia and elsewhere in order to sell its securities.
2.5 Thomas Landon Croft (“Croft”) was the Sales Manager for the Vancouver office of A2Z and he resided in Delta, British Columbia, and was not registered in any capacity under the Act.
2.6 A2Z has not filed a preliminary prospectus or prospectus with the Commission.
2.7 Croft traded in securities without registration under the Act in breach of section 34 of the Act.
2.8 Croft distributed securities without a prospectus in breach of section 61 of the Act.
2.9 Croft contacted persons, or have directed or engaged other persons to contact persons in British Columbia by telephone, for the purpose of trading in securities, in breach of section 49 of the Act.
Mitigating Factors
[para 3]
3. The Executive Director has taken into account the following facts as factors mitigating the sanctions which would otherwise have applied in the public interest:
3.2 Croft represents, and the Commission staff have found no evidence to contradict his assertion, that he did not sell any securities of any kind to residents of British Columbia.
3.3 Croft sold similar securities pursuant to exemptions in California, which he believed applied in British Columbia.
Undertakings
[para 4]
4. Croft undertakes and agrees to the following:
4.1 Croft will pay $10,000 to the Commission, $3,000 of which represents costs of the investigation.
4.2 Croft agrees that he will not:
4.2.1 trade securities in British Columbia;
4.2.2 act as a director or officer; or
4.2.3 engage in investor relation activities on behalf of any issuer in British Columbia;
for the later of eight years, the payment of $10,000, and completing a course satisfactory to the Executive Director concerning the duties of officers and directors of public companies in this jurisdiction.
Order
[para 5]
5. Croft consents to an order by the Executive Director (the “Order”) that:
5.1 under section 161(1)(b) of the Act he cease trading in any securities in British Columbia;
5.2 under section 161(1)(c) of the Act any or all of the exemptions listed in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Croft;
5.3 under section 161(1)(d) of the Act Croft resign any position that he may hold as director or officer of an issuer and that he is prohibited from becoming or acting as director or officer of any issuer; and
5.4 under section 161(1)(d) of the Act Croft is prohibited from engaging in investor relations activities on behalf of any issuer;
for the later of eight years, the payment of $10,000, and completing a course satisfactory to the Executive Director concerning the duties of officers and directors of public companies in this jurisdiction.
Waiver
[para 6]
6. Croft waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with, or incidental to this agreement.
[para 7]
DATED at Delta, B.C., on February 28, 2001.
“Thomas L. Croft”
Thomas Landon Croft
“Judy Croft” )
Witness signature )
)
Judy Croft )
Witness name (please print) )
)
6715 – 3rd Avenue )
Witness Address )
Delta, BC )
)
Pharmacist )
Witness Occupation )
DATED at Vancouver, British Columbia, on March 22, 2001.
Steve Wilson
Executive Director