BCSC

Settlements

CLAUDIO PERSIANI [Sec. 161 & Agreed Stmt.]

BCSECCOM #:	Document Type: Sec. 161 & Agreed Stmt.
Published Date: 2000-04-07	Effective Date: 2000-03-31
Details:

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

AND

IN THE MATTER OF CLAUDIO PERSIANI

Order Under Section 161

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

2. NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so, orders, BY CONSENT, that:

2.1 under section 161(1)(c) of the

Act, the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to Persiani, acting directly or indirectly through another person, company or trust acting on his behalf until the later of 10 years after the Order and the date on which the affidavit referred to in paragraph 3.1 of the Agreement is provided to the Executive Director;

2.2 under section 161(1)(d) of the

Act, Persiani is prohibited from engaging in investor relations activities in British Columbia until the later of 10 years after the date of the Order and the date on which the affidavit referred to in paragraph 3.1 of the Agreement is provided to the Executive Director; and

2.3 under section 161(1)(d) of the

Act, Persiani will resign forthwith from any position that he holds as a director or officer of any issuer in British Columbia and is prohibited from becoming or acting as a director or officer of any issuer in British Columbia until the later of 10 years from the date of the Order and the date on which the affidavit referred to in paragraph 3.1 of the Agreement is provided to the Executive Director.

DATED at Vancouver, British Columbia, on March 31, 2000.

James A. Angus
A/Executive Director

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

AND

IN THE MATTER OF CLAUDIO PERSIANI

Agreed Statement of Facts and Undertaking

The following agreement has been reached between Claudio Persiani ("Persiani") and the Executive Director:

1. As the basis for the orders and undertakings referred to below, Persiani acknowledges the following facts as correct:

1.1 Persiani is a resident of British Columbia. He has never been registered in any capacity under the

Securities Act, R.S.B.C. 1996, c. 418 (the "Act"

1.2 During the period from January, 1994, to March, 1997 (the "Relevant Period"), Persiani defrauded certain British Columbia residents (the "Investors") of approximately $26,000 by representing to them that he would purchase, and did purchase for them, securities of several issuers (the "Securities"), both reporting issuers and non-reporting issuers.

1.3 Persiani accepted cash and cheques from Investors, purportedly in order to make the investments in the Securities, and therefore traded in the Securities without providing Investors with a prospectus or offering memorandum. The exemptions from the registration and prospectus requirements of the

Act were not available for the trades by Persiani, and the trades were therefore contrary to sections 34 and 61 of the Act

1.4 During the Relevant Period, Persiani made the following statements to the Investors, all of which were misrepresentations contrary to section 50(1)(d) of the

Act:

1.4.1 he told the Investors that he was holding the securities on their behalf;

1.4.2 he advised the Investors that he was a promoter of each of the Issuers and could obtain the Securities for the Investors at a lower cost than the Securities were being traded in the market;

1.4.3 in order to induce the Investors to make the investment with him, Persiani represented to the Investors that the future price of the Securities would increase substantially, contrary to section 50(1)(b) of the

Act; and

1.4.4 he offered to process the Investors’ transactions through his own brokerage accounts since the Investors did not have their own accounts.

1.5 Persiani directly engaged in a scheme relating to the purported trades in the Securities when he knew that the scheme perpetrated a fraud on the Investors, contrary to section 57 of the

Act. In particular:

1.5.1 he failed to use the funds raised from Investors to purchase the Securities;

1.5.2 he deposited the funds into his own bank account or brokerage accounts resulting in covering his personal debits in those accounts; and

1.5.3 he did not purchase any of the Securities of the Issuers for the Investors, despite the payment of funds by the Investors to Persiani for that purpose.

1.6 In certain cases, Persiani provided partial restitution in the amount of $10,500 to Investors after they demanded a return of their funds.

1.7 On or about October 23, 1998, Persiani was charged with seven (7) counts of theft and six (6) counts of fraud pursuant to sections 334 and 380 of the

Criminal Code, R.S.C. 1985, chap. C-46, as amended, relating to the transactions with the Investors as described above. Persiani plead guilty to three counts of theft with respect to the money taken from four of the Investors, totaling approximately $26,000.

1.8 As a result of the conviction referred to above, on March 13, 2000, Persiani received a six-month conditional sentence and three years probation, including the following terms:

1.8.1 in addition to the $10,500 payments already made by Persiani to some of the Investors, Persiani is required to pay the balance of the restitution to the Investors of approximately $15,000 at $400 per month; and

1.8.2 Persiani cannot buy, sell, or hold securities or cash for any other person in any company, on any stock market in Canada, or any private placement, for the period of the conditional sentence and the probation, being three and one-half years.

2. Persiani consents to an order by the Executive Director (the "Order") that:

2.1 under section 161(1)(c) of the

2.2 under section 161(1)(d) of the

2.3 under section 161(1)(d) of the

3. Persiani undertakes to do the following:

3.1 Upon compliance with that term of his probation that he make restitution, Persiani will provide an affidavit to the Executive Director attesting that restitution in full has been made to the Investors; and

3.2 comply fully with the provisions of the

Act and the Securities Rules, B.C. Reg. 194/97 from the date of this agreement.

4. The Executive Director has taken into account the following facts as factors mitigating the sanctions which would otherwise have been applied in the public interest:

4.1 Persiani did not make a profit as a result of the transactions involving the Investors.

4.2 Persiani entered a guilty plea before trial and as part of his sentence, is required under the terms of his probation order to provide full restitution to certain of the Investors.

4.3 It is in the public interest to allow the restitution payment to those Investors to be completed.

5. Persiani waives any right he may have, under the Act or otherwise to a hearing, hearing and review, judicial review or appeal related to, or in connection with, or incidental to this agreement.

DATED at Vancouver, British Columbia, on March 31, 2000.

"Chester Bridal"________________ )
Witness Signature )
Chester Bridal__________________ ) "Claudio Persiani"
Witness Name ) CLAUDIO PERSIANI
8 Gaoler's Mews________________ )
Vancouver B.C._________________ )
Address )
Lawyer_______________________ )
Occupation )

DATED at Vancouver, British Columbia, on March 31, 2000.

James A. Angus
A/Executive Director