BCSC panel finds that two individuals committed fraud
Vancouver - A British Columbia Securities Commission (BCSC) panel has found that Richard Lian, a United States resident, and Enna M. Keller, a B.C. resident, breached several securities laws, including perpetrating fraud against investors.
The panel found that Lian and Keller raised approximately US $3.2 million by offering securities relating to Lexicon Building Systems Ltd., a manufacturing company that has been the subject of a cease trade order (CTO) by BCSC staff since October 2009.
Lian and Keller offered securities to approximately 315 investors through a "Friends and Family Program" (FFP). Keller, who was once a director and CEO of Lexicon, was the primary contact for the FFP. FFP participants were instructed to make their payments to Lian or to EagleMark Ventures, LLC or Falcon Holdings, LLC. Lian was the managing member of both companies and had sole signing authority over their respective bank accounts.
Participants in the FFP were told that the money raised would be used to fund various operating costs, debts, and liabilities of Lexicon while Lian worked to remove the company from bankruptcy and get the CTO revoked. In return, FFP participants were told they would receive shares and warrants in Lexicon if and when the CTO was revoked. Lexicon was unaware of and did not authorize the FFP.
The panel found that Lian spent about US $600,000 of the US $3.2 million raised on Lexicon's debts, expenses and other liabilities, and repaid approximately US $180,000 to FFP participants who demanded return of their funds. The balance of approximately US $2.4 million was almost entirely spent by Lian on matters unrelated to Lexicon, which, among other deceitful acts by Lian, constituted fraud. No FFP participants received any shares or warrants of Lexicon.
The panel also found that Keller's involvement with the FFP constituted fraud, stating that she "committed numerous acts of deceit and deception, the actus reus of fraud, against the participants in the FFP."
The panel found that Lian, Keller, EagleMark, and Falcon breached the CTO by trading in securities of Lexicon through the FFP after the CTO was issued. The panel also found that Keller, who has never been registered under the Act, engaged in unregistered trading without an exemption through her role in the FFP.
In December 2011, the BCSC issued a temporary order against EagleMark, Lian, and Keller. The temporary order required that EagleMark, Lian, and Keller cease trading in any securities or exchange contracts and that all persons cease trading in FFP securities.
The panel found that Lian, Keller, EagleMark, and Falcon breached the temporary order by continuing to raise at least US $400,000 under the FFP after the temporary order was issued.
The panel directed the parties to make submissions on sanctions according to the schedule set out in the findings.
You may view the findings decision on our website www.bcsc.bc.ca by typing Richard Lian, Enna M. Keller, EagleMark Ventures, LLC, Falcon Holdings, LLC, or 2016 BCSECCOM 288 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 List for information relating to persons and companies 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
- 30 -