2009 BCSECCOM 512



Order

Renee Marie Helmig aka Nisha Helmig

Section 161 of the Securities Act, RSBC 1996, c. 418

1. under section 161(1)(a) of the Act, Helmig comply fully with the Act, the Securities Rules, and any applicable regulations;

2. under section 161(1)(b) of the Act Helmig will cease trading in and be prohibited from purchasing any securities or exchange contracts for 10 years from the date of this Order, except that she may trade in one account in her own name through a registered representative if she provides a copy of this Order to the registered representative before any trade;

3. under section 161(1)(d)(i) and (ii) of the Act, Helmig resign any position she may hold as a director or officer of an issuer, registrant or investment fund manager and be prohibited from becoming or acting as a director or officer of any issuer, registrant or investment fund manager for a period of 10 years from the date of this Order;

4. under section 161(1)(d)(iv) of the Act, Helmig be prohibited from acting in a management or consultative capacity in connection with activities in the securities market for a period of 10 years from the date of this Order; and

5. under section 161(1)(d)(v) of the Act, Helmig be prohibited from engaging in investor relations activities for a period of 10 years from the date of this Order.

1. Helmig is a resident of North Vancouver, British Columbia and has never been registered under the Securities Act, RSBC 1996, c. 418 (the Act).

2. Between November 2005 and December 2006, Helmig solicited investors to enter into investment contracts (the PIF Securities) with Kerry O’Neill (O’Neill), who was the principal of an unincorporated investment scheme called the Pay It Forward Program (the PIF Program).

3. In the PIF Program, O’Neill was to use investors’ money to buy and sell distressed merchandise. Investors were to receive back their principal plus a portion of the profits that O’Neill would earn buying and selling distressed merchandise.

4. No prospectus was ever filed for the PIF Securities and none of the exemptions under the Act applied to their distribution.

5. Relying on false information provided by O’Neill, Helmig made the following representations to investors and potential investors to convince them to invest with O’Neill:

(a) O’Neill would use the principal amount of each investment for the sole purpose of buying and selling new and used merchandise;

(b) Investors would earn returns of 100% to 300% on their investments every 90 days; and

(c) Payments to investors would be comprised of their original investment capital plus a portion of the profits that O’Neill earned from buying and selling distressed merchandise.

(d) O’Neill used only about $1.08 million of investors’ money to purchase merchandise. O’Neill used the rest of the funds to pay amounts due to other investors, for his personal expenses, and for other investment opportunities.

(b) Most investors did not earn any return on their investments, but rather lost some or all of their investment capital.

(c) The payments O’Neill made to investors did not come from profits he made from buying and selling distressed merchandise. Instead, O’Neill paid investors with other investors’ funds.

7. Helmig did not conduct any due diligence inquiries into O’Neill or his business endeavors.

8. As a result of Helmig and O’Neill’s conduct, 943 investors invested approximately $9,630,000 with O’Neill. Of these investors, 590 are British Columbia residents who gave O’Neill a total of approximately $4,317,752.

Public Interest
10. Helmig acted contrary to the public interest by engaging in the conduct set out above.

Inability to Pay
11. Helmig has been unemployed since the PIF Program ended. She has no savings or other assets of value and is presently living on borrowed money to pay her basic living expenses. Helmig is 60 years of age and suffers from a serious physical disability and consequently her prospects of future employment are limited. Helmig has provided the Executive Director with sufficient proof that her liabilities exceed her assets.

12. There is no reasonable prospect of Helmig paying a fine of $100,000 that would otherwise be assessed in the public interest for the misconduct described in this Settlement Agreement.

1. under section 161(1)(a) of the Act, Helmig comply fully with the Act, the Securities Rules, and any applicable regulations;

2. under section 161(1)(b) of the Act Helmig will cease trading in and be prohibited from purchasing any securities or exchange contracts for 10 years from the date of this Order, except that she may trade in one account in her own name through a registered representative if she provides a copy of this Order to the registered representative before any trade;

3. under section 161(1)(d)(i) and (ii) of the Act, Helmig resign any position she may hold as a director or officer of an issuer, registrant or investment fund manager and be prohibited from becoming or acting as a director or officer of any issuer, registrant or investment fund manager for a period of 10 years from the date of this Order;

4. under section 161(1)(d)(iv) of the Act, Helmig be prohibited from acting in a management or consultative capacity in connection with activities in the securities market for a period of 10 years from the date of this Order; and

5. under section 161(1)(d)(v) of the Act, Helmig be prohibited from engaging in investor relations activities for a period of 10 years from the date of this Order.

This Settlement Agreement may be executed in counterpart or by facsimile execution and all such counterparts of executed copies or faxed copies shall be read or construed together as if they formed one originally executed document.

Executive Director