Settlements

ROSS KAIN [Sec. 161 & Agreed Stmt]

BCSECCOM #:
Document Type:
Sec. 161 & Agreed Stmt
Published Date:
1999-06-11
Effective Date:
1999-06-02
Details:


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF ROSS KAIN


Order Under Section 161


WHEREAS an Agreed Statement of Facts and Undertaking (the “Agreement”) was executed by Ross Kain (“Kain”) and the Executive Director, a copy of which is attached hereto as Schedule "A";

NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so, orders (the “Order”), BY CONSENT, that:

1. under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) the exemptions described in sections 45 to 47, 74, 75, 98 or 99 of the Act do not apply to Kain for a period of 2 years from the date of the Order;

2. under section 161(1)(d) of the Act, Kain be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 2 years from the date of the Order; and

3. under section 161(1)(d) of the Act, Kain be prohibited from engaging in investor relations activities for a period of 2 years from the date of the Order.

DATED at Vancouver, British Columbia, on June 2, 1999.






Wayne Redwick, C.G.A.
A/Executive Director


Schedule “A”

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF ROSS KAIN
Agreed Statement of Facts and Undertaking

      The following agreement has been reached between Ross Kain (“Kain”) and the Executive Director:

1. As the basis for the order referred to in paragraph three and the undertakings referred to in paragraph four of this agreement, Kain acknowledges the following facts as correct:

Background
      1.1 Kain is a resident of Surrey, British Columbia and has not held any registrations under the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

      1.2 during the period between April 1, 1998 and September 1, 1998, (the “Period”) Kain was employed by Tech Investments Inc. (“Tech”) and subsequently Vantage Investor Relations (“Vantage”) to engage in investor relations;

      1.3 during the Period, Kain invited members of the public within British Columbia and Alberta to invest in securities of certain issuers;

      1.4 during the Period Kain traded in securities and acted as an adviser in British Columbia, without registration and without an exemption, contrary to sections 34 and 61 of the Act;

      1.5 during the Period, Kain engaged in investor relation activities in British Columbia, and with the intention of effecting a trade, made representations as to the future value or price of securities, contrary to section 50(1)(b) of the Act and made representations that securities were listed or posted for trading on an exchange, contrary to section 50(1)(c) of the Act, in particular:
          1.5.1 on April 17, 1998, Kain represented that LanguageForce Inc. (“LanguageForce Inc.”), a potential seed stock investment, would be listed on the EBB (“Electronic Bulletin Board”), more commonly known as the OTC Bulletin Board, which was represented by Kain as “the stepping stone to NASDAQ”, and that LanguageForce anticipated it would be listed on NASDAQ by the last quarter of 1998, contrary to section 50(1)(c) and 50(1)(d) of the Act; and

          1.5.2 Kain variously held himself out as an “Investment Dealer” and an “Investment Advisor”, contrary to sections 34 and 50(1)(d) of the Act and section 11 of the Securities Rules, B.C. Reg. 479/95 (the “Rules”).
2. Kain has made the following representations to staff of the British Columbia Securities Commission (the “Commission”):
      2.1 at all times during the Period, Kain was under the supervision of Jack Weatherell (“Weatherell”) and that all information provided to the public by Kain came from either Weatherell or LanguageForce; and

      2.2 Kain had no intention to breach any sections of the Act or the Securities Rules, B.C. Reg. 194/97 (the “Rules”).

3. Kain has co-operated with staff of the Commission in its investigation relating to these matters.
    4. Kain consents to an Order (the “Order”) by the Executive Director that:
        4.1 under section 161(1)(c) of the Act, the exemptions described in sections 45 to 47, 74, 75, 98 or 99 of the Act do not apply to Kain for a period of 2 years from the date of the Order;

        4.2 under section 161(1)(d) of the Act, Kain be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 2 years from the date of the Order; and

        4.3 under section 161(1)(d) of the Act, Kain be prohibited from engaging in investor relation activities for a period of 2 years from the date of the Order.

    5. Kain undertakes and agrees to:
        5.1 fully comply with the provisions of the Act, and the Rules; and

        5.2 pay to the Commission the sum of $1,000.00 for costs relating to the investigation.
    6. Kain waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with or incidental to this agreement and any related orders.

    DATED at Vancouver, British Columbia, on May 27, 1999.

    “M. Kain” )
    Witness Signature )
    )
    M. Kain )
    Witness Name (Please Print) )
    11066 – 146th Street )
    Surrey, BC V3R 3V1 ) “Ross Kain”
    Address ) Ross Kain
    )
    Housewife )
    Occupation )

    DATED at Vancouver, British Columbia, on May 27, 1999.





    Wayne Redwick, C.G.A.
    A/Executive Director
    ©2024 British Columbia Securities Commission