Bezzaz Holdings Group Ltd. dba BGI Canada and BGI Investment,

Nexus Global Trading Ltd. dba Nexus Distribution Group,

Todd Norman John Bezzasso, Wei Kai Liao, also known as Kevin Liao,

and Fiorino Corsi

Reasons for Decision and Findings

I.          Introduction

1. This is the liability portion of a hearing under sections 161(1) and 162 of the SecuritiesAct, RSBC 1996, c. 418.
    
2. On August 1, 2018, the executive director issued a notice of hearing against the respondents (2018 BCSECCOM 219).
   
   
3. On March 22, 2019, the executive director amended the original notice of hearing (2019 BCSECCOM 102), such that the executive director alleged that:
   
   a)  between February 2015 and March 2016, Todd Norman John Bezzasso (Bezzasso) raised approximately $5 million from 85 investors through a fraudulent scheme operated through his companies Bezzaz Holdings Group Ltd. (Holdings) and Nexus Global Trading Ltd. (Nexus);
   
   b)  each time that the 85 investors invested funds or reinvested funds in the scheme, Bezzasso, Holdings and Nexus contravened section 57(b) of the Act;
   
   c)  as the sole director and officer of Holdings and Nexus, Bezzasso authorized, permitted or acquiesced in Holdings’ and Nexus’ contraventions of section 57(b) of the Act and therefore, also contravened section 57(b) of the Act pursuant to section 168.2 of the Act;
   
   d)  Fiorino Corsi acted as a finder for Holdings and Nexus and on November 26, 2015 raised $15,000 for Nexus, from one investor, at a time when Corsi knew that Holdings and Nexus were having problems paying investors.  Corsi did not disclose this to the investor.  In this manner, Corsi contravened section 57(b) of the Act;
   
   e)  Wei Kai Liao (Liao) acted as a dealer and an advisor and referred to Holdings 27 investors who invested a total of approximately $1.6 million in Holdings.  In so doing, Liao was in the business of trading and advising without being registered to do so, in contravention of sections 34(a) and 34(b) of the Act; and
   
   f)  between September 24, 2015 and December 2, 2015, Liao raised $382,000 for Holdings, from investors making 14 investments, at a time when Liao knew that Holdings was having problems paying investors.  Liao did not disclose this to these investors.  In this manner, Liao contravened section 57(b) of the Act.
   
   
4. On May 9, 2019, Liao applied for an adjournment of the hearing that was to commence on May 27, 2019.  The executive director opposed that application.  The remaining respondents took no position on that application.  That application was heard in writing.  On May 17, 2019, we dismissed that application with reasons to follow.  Our reasons for that decision are set out below.
   
   
5. At the commencement of the hearing on May 27, 2019, counsel (for the limited purpose of an adjournment application) for Bezzasso appeared and applied for an adjournment (the Bezzasso Adjournment Application) of the hearing.  The executive director opposed that application.  Corsi opposed that application.  While indicating that he was ready to proceed with the hearing, Liao made oral submissions in support of the Bezzasso Adjournment Application.  On May 27, 2019, at the completion of the submissions on the Bezzasso Adjournment Application, we dismissed the application with reasons to follow.  Our reasons for that decision are set out below.
   
   
6. Following our decision on the Bezzasso Adjournment Application, none of Bezzasso, Holdings or Nexus attended or was represented during the hearing or made any oral or written submissions on liability.
   
   
7. The executive director called 15 witnesses (a Commission investigator, a forensic accountant employed by the Commission, an employee of Nexus, a finder and investor (TM) employed by Bezzasso and 11 other investors) and made written and oral submissions on liability.
   
   
8. On June 6, 2019, at the completion of the executive director’s case, Corsi applied to have the matter against him dismissed, arguing the executive director had not made out a case against him, in the form of a non-suit application.  Each of Corsi and the executive director filed written submissions in respect of that application.  On June 10, 2019, we heard oral submissions from Corsi and the executive director on that application.  On June 11, 2019, we granted Corsi’s application, with reasons to follow.  As a consequence of that decision, all of the allegations against Corsi were dismissed.  Our reasons for that decision are set out below.
   
   
9. Liao testified and called two further witnesses (two investors whom he introduced to Bezzasso) and made written and oral submissions on liability.
   
   
10. At the completion of the hearing of oral submissions on liability, we offered Liao the opportunity to make further written submissions by way of sur-reply.  Liao filed sur-reply written submissions on October 15, 2019.  We have considered those submissions in our deliberations.
    
    
11. Our findings with respect to liability of the remaining respondents – Bezzasso, Holdings, Nexus and Liao, are set out below.