Notices of Hearing & Temporary Orders
Pacific Ocean Resources Corporation and Donald Verne Dyer [Notice of Hearing]
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BCSECCOM #:
2011 BCSECCOM 3
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Document Type:
Notice of Hearing
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Published Date:
2011-01-05
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Effective Date:
2011-01-04
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Details:
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2011 BCSECCOM 3
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2011 BCSECCOM 3
Notice of Hearing
Pacific Ocean Resources Corporation and Donald Verne Dyer
Section 161 of the Securities Act, RSBC 1996, c. 418
Pacific Ocean Resources Corporation and Donald Verne Dyer
Section 161 of the Securities Act, RSBC 1996, c. 418
¶ 1 The British Columbia Securities Commission will hold a hearing (Hearing) at which the Executive Director will tender evidence, make submissions and apply for orders against the Respondents under sections 161, 162 and 174 of the Securities Act,RSBC 1996, c. 418, based on the following facts:
Background
1. Pacific Ocean Resources Corporation (Pacific Ocean) is a British Columbia company with an office in Langley, B.C. Pacific Ocean has never been registered to trade in securities and has not filed a prospectus under the Act.
2. Donald Verne Dyer (Dyer) is a resident of Richmond, British Columbia and is the sole director, officer and shareholder of Pacific Ocean. Dyer has never been registered to trade securities under the Act.
3. Dyer, through Pacific Ocean was raising money for Global 8 Environmental Technologies, Inc., a US company quoted on the Over the Counter Markets in the United States (Global 8). Global 8 has never filed a prospectus under the Act. On June 24, 2009 the Commission issued a cease trade order against Global 8.
Misconduct
4. Between November 2005 and July 2009 (the Relevant Period), Dyer telephoned prospective investors at their residences for the purpose of selling them securities of Global 8.
5. The Investors gave money to the Respondents and were issued shares of Global 8. The Respondents traded in securities of Global 8 using two agreements:
(i) The Investors signed a loan agreement (Loan Agreement) stating they were loaning money to Pacific Ocean. The shares of Global 8 were described in the Loan Agreement as securing the repayment of the loan. Shortly after executing the Loan Agreement, the Respondents arranged for the investors to receive the shares of Global 8. The Respondents did not repay the money due under the loan.
(ii) Investors also signed an option agreement with Pacific Ocean where they acquired an option to buy more shares of Global 8 in the future (Option Agreement). Investors who exercised their options received shares of Global 8 from the Respondents.
7. By trading and distributing securities for which a prospectus has not been filed and without being registered, the Respondents contravened sections 34 and 61 of the Act.
8. Dyer, as the sole director and officer of Pacific Ocean, authorized, permitted or acquiesced in Pacific Ocean’s contraventions of 34 and 61 of the Act and, therefore, also contravened the same provisions under section 168.2 of the Act.
9. By telephoning residences from inside British Columbia for the purpose of trading in securities, Dyer and Pacific Ocean contravened section 49 of the Act.
10. Under section 49(4) of the Act, Pacific Ocean is deemed to have telephoned because Dyer, a director of Pacific Ocean, was calling on their behalf.
Hearing Process
¶ 2 The Respondents or their counsel are required to attend at the 12th Floor Hearing Room, 701 West Georgia Street, Vancouver, British Columbia, on January 26, 2011, at 10:00 am if they wish to be heard before the Commission sets a date for the Hearing. Relevant information gathered by Commission Staff in the investigation of this matter will be disclosed to Maxwell upon request to the Executive Director.
¶ 3 At the Hearing, the Respondents may be represented by counsel, make submissions and tender evidence. The Respondents are requested to advise the Commission of their intention to attend the Hearing by informing the Secretary to the Commission at PO Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC V7Y 1L2 phone: (604) 899-6500; email: commsec@bcsc.bc.ca.
¶ 4 If the Respondents or their counsel do not appear at the Hearing, the Executive Director will apply to have questions of liability and sanction heard at the same time. Determinations adverse to the Respondents may be made in their absence.
¶ 5 January 4, 2011
Paul C. Bourque
¶ 6 Paul C. Bourque, Q.C.
Executive Director