BCSC panel fines and orders bans against B.C. company and three B.C. residents for illegal distribution
Vancouver – A British Columbia Securities Commission (BCSC) panel has fined and ordered bans against a B.C. company and three B.C. residents for illegally distributing securities.
In June 2015, a commission panel found that Wireless Wizard Technologies Inc. (WWTI), Raymond Michael Roger Sasseville, Edith Marie Sasseville, and Richard Keller illegally distributed securities of WWTI.
Ray Sasseville was involved in senior management of WWTI. Edith Sasseville was a director and, from time to time, the President of the company. Keller was WWTI’s Chief Financial Officer. All three are B.C. residents, and none have ever been registered to sell securities under the Securities Act. WWTI’s business was to develop and market a global positioning system (GPS) for motorcycles, and a wireless technology for conducting sales via text message. The company has never filed a prospectus in B.C.
In the June decision, the panel found that WWTI and Keller illegally distributed securities by distributing a WWTI convertible debenture to an investor (known as “Investor A”) for total proceeds of $10,000 without being registered, without a prospectus, and for which no exemptions were available.
The panel also found that WWTI, Ray Sasseville, and Keller illegally distributed securities by distributing a WWTI convertible debenture to an investor (known as “Investor B”) for total proceeds of US$47,500 without being registered, without a prospectus, and for which no exemptions were available.
The panel found that Edith and Ray Sasseville breached securities law by authorizing, permitting and acquiescing in the distributions of the WWTI convertible debentures to Investor A and Investor B.
Ray Sasseville was ordered to pay an administrative penalty of $10,000, be banned from trading in or purchasing securities, and from becoming or acting as a director or officer of any issuer except in limited circumstances, for at least five years. The order also prohibits him from other securities market-related activities for the same period.
For Ray’s ban, the panel noted that “his past regulatory history for the similar misconduct means that he poses a material future risk to our capital markets.” (Raymond Sasseville admitted in a 2003 settlement agreement with the Executive Director that he participated in illegal distributions of securities involving a different issuer.)
Edith Sasseville and Keller were each ordered to pay an administrative penalty of $5,000 with securities market bans of at least one year.
WWTI securities have been permanently cease-traded. As part of the sanctions, the company and three individuals were each ordered to disgorge $10,000 to the commission as the amount obtained, directly or indirectly, as a result of their misconduct. The four respondents are jointly and severally liable for the $10,000 ordered as disgorgement.
In the sanctions decision, BCSC Vice Chair Nigel Cave gave dissenting reasons for the disgorgement order as he found no evidence that WWTI used the funds raised from the illegal distribution in any manner inconsistent with investor expectations. He also saw no evidence that the individual respondents obtained, directly or indirectly, any amounts from their contraventions of the Act.
You may view the sanctions decision on our website www.bcsc.bc.ca by typing Wireless Wizard Technologies Inc., Raymond Michael Roger Sasseville, Edith Marie Sasseville, Richard Keller, or 2015 BCSECCOM 443 in the search box. Information regarding disciplinary proceedings can be found in the Enforcement section of the BCSC website.
Please visit the Canadian Securities Administrators’ Disciplined Persons List for information relating to persons disciplined by provincial securities regulators, the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association (MFDA).
About the British Columbia Securities Commission (www.bcsc.bc.ca)
The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:
• A securities market that is fair and warrants public confidence
• A dynamic and competitive securities industry that provides investment opportunities and access to capital
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Richard Gilhooley, Media Relations
604-899-6854 or 1-800-373-6393 (toll free)
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