Notices of Hearing & Temporary Orders
MICHAEL CROWE ROSS [Sec. 161]
BCSECCOM #:
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Document Type:
Sec. 161
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Published Date:
2000-09-06
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Effective Date:
2000-09-06
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Details:
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IN THE MATTER OF THE SECURITIES ACT R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF MICHAEL CROWE ROSS
Notice of Hearing Under Section 161
1.1 to make an order under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) that any or all of the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to Ross;
1.2 to make an order under section 161(1)(d) of the Act that Ross resign any position he holds as a director or officer of any issuer and is prohibited from becoming or acting as a director or officer of any issuer;
1.3 to make an order under section 161(1)(d)(iii) of the Act that Ross is prohibited from engaging in investor relations activities;
1.4 to make an order under section 162 of the Act that Ross pay an administrative penalty;
1.5 to make an order under section 174 of the Act that Ross pay the prescribed fees or charges for the costs related to the Hearing; and
1.6 to make any other orders as may be appropriate under the circumstances.
2.1 Splash Cosmetics Inc. (“Splash”) was incorporated in British Columbia under the Company Act, R.S.B.C. 1996, c. 62 (the “Company Act”) on December 4, 1996. Splash is not a reporting issuer.
2.2 Splash was formerly known as LSE Nutrition Inc. (“LSE”). The date of the corporate name change was February 27, 1997. LSE is not a reporting issuer.
2.3 Total Nutrition Inc. (“Total”) was incorporated in British Columbia under the Company Act on March 20, 1996. Total is not a reporting issuer.
2.4 From March, 1996, to July, 1997, inclusive (the “Material Period”), Ross was an officer, a director, or otherwise had signing authority over the affairs of Splash, LSE and Total.
2.5 Ross was not registered under the Act in any capacity during the Material Period.
2.6 During the Material Period, Ross provided direction and instructions to a group of individuals, mainly directors of Splash and Total, to assist in the raising of seed capital for those companies and engaged in trading in B.C.
2.7 Under Ross’s direction and instructions, 13 separate share subscriptions were obtained from 11 different investors in Splash, LSE, and Total, as follows:
2.7.1 five of the 13 share subscription forms indicated that the company for which seed capital was being raised was LSE. The total invested pursuant to these subscriptions was $28,300;
2.7.2 six of the 13 share subscription forms indicated that the company for which seed capital was being raised was Splash. The total invested pursuant to these subscriptions was $33,900; and
2.7.3 two of the 13 share subscription forms indicated that the company for which seed capital was being raised was Total. The total invested pursuant to these subscriptions was $11,880.
2.9 The total amount raised from the subscription agreements was $74,080.00.
2.11 By soliciting and negotiating the share subscription agreements and distributions:
2.11.1 Ross breached section 34(1) of the Act; and
2.11.2 Ross caused the issuers to issue securities in breach of section 61 of the Act, and was himself thereby in breach of the Act.
5. Determinations may be made in this matter if Ross or his counsel do not appear at the Hearing.
DATED at Vancouver, British Columbia, on August 30, 2000.
Steve Wilson
Executive Director