Securities regulators in Alberta are accusing a Calgary man, and his company, of unregistered trading and making illegal distributions in raising almost $1.5 million from investors without a prospectus or exemption.
The Alberta Securities Commission (ASC) alleges that Global Social Capital Partners, Inc. (GSCP) and John Rochard violated securities laws by issuing approximately $1.5 million of unregistered securities.
According to the notice of hearing issued by the ASC, the company was used primarily as a fundraising vehicle for ThruYou International, Inc., which “purported to be in the business of selling software to financial institutions that enabled a credit or debit card user to donate a portion of their transactions to a charity of their choice and obtain a tax receipt.”
The funds, which were raised between July 2009 and February 2011, in exchange for common shares and/or warrants of GSCP. The ASC says that a prospectus for those securities was never filed, and that only three exempt distribution reports were filed, each for $44,000; exempt reports weren’t filed for most of the money raised. It also says that GSCP and Rochard have never been registered.
The regulator also alleges that GSCP and Rochard made misrepresentations to investors, including that the company’s securities would soon be listed on the TSX Venture Exchange; and, that it wholly-owned, or held a majority interest in ThruYou, when it actually had a 15% ownership interest in the company.
The allegations have not been proven. An appearance to set a date for a hearing will be held on October 6.