Proceedings

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IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED

- and -

IN THE MATTER OF
DANIEL QUO MING SAM

STATEMENT OF ALLEGATIONS
OF STAFF OF THE ONTARIO SECURITIES COMMISSION



TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to subsections 127(1) and 127(10) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), at the offices of the Commission, 20 Queen Street West, 17th Floor, Toronto, Ontario commencing on October 26, 2015 at 12:00 p.m.;

TO CONSIDER whether, pursuant to paragraphs 4 and 5 of subsection 127(10) of the Act, it is in the public interest for the Commission to make an order:

1. against Daniel Quo Ming Sam ("Sam") that:

a. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities by Sam cease until April 27, 2020, except that he may trade securities through one account in his own name through a registrant if he first provides a copy of the Order of the British Columbia Securities Commission (the "BCSC") dated April 27, 2015 (the "BCSC Order"), and a copy of the Order of the Commission in this proceeding, if granted, to the registrant;

b. pursuant to paragraph 2.1 of subsection 127(1) of the Act, acquisition of any securities by Sam be prohibited until April 27, 2020, except that he may purchase securities through one account in his own name through a registrant if he first provides a copy of the BCSC Order, and a copy of the Order of the Commission in this proceeding, if granted, to the registrant;

c. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Sam be prohibited until April 27, 2020 from becoming or acting as a registrant or promoter; and

2. to make such other order or orders as the Commission considers appropriate.

BY REASON of the allegations set out in the Statement of Allegations of Staff of the Commission dated September 28, 2015 and by reason of a Settlement Agreement between Sam and the BCSC dated April 27, 2015 (the "Settlement Agreement") in which Sam consents to a regulatory order made by any provincial or territorial securities regulatory authority in Canada containing any or all of the Orders set out at paragraph 2 of the Settlement Agreement, the BCSC Order, and such additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by counsel at the hearing;

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of the party and such party is not entitled to any further notice of the proceeding;

AND TAKE FURTHER NOTICE that the Notice of Hearing is also available in French, participation may be in either French or English and participants must notify the Secretary's Office in writing as soon as possible, and in any event, at least thirty (30) days before a hearing if the participant is requesting a proceeding to be conducted wholly or partly in French; and

ET AVIS EST ÉGALEMENT DONNÉ PAR LA PRÉSENTE que l'avis d'audience est disponible en français, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Bureau du secrétaire par écrit le plut tôt possible et, dans tous les cas, au moins trente (30) jours avant l'audience si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.

DATED at Toronto this 28th day of September, 2015.

"Josée Turcotte"
Secretary to the Commission

 

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED AND IN THE MATTER OF DANIEL QUO MING SAM

STATEMENT OF ALLEGATIONS OF STAFF OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission ("Staff") allege:

I. OVERVIEW

1. On April 27, 2015, Daniel Quo Ming Sam ("Sam") entered into a Settlement Agreement (the "Settlement Agreement") with the British Columbia Securities Commission (the "BCSC").

2. Sam is subject to an order made by the BCSC dated April 27, 2015 (the "BCSC Order") that imposes sanctions, conditions, restrictions or requirements upon him.

3. Staff are seeking an inter-jurisdictional enforcement order reciprocating the BCSC Order, pursuant to paragraphs 4 and 5 of subsection 127(10) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act").

4. The conduct for which Sam was sanctioned took place from April 2008 to October 2009 (the "Material Time").

5. In the Settlement Agreement, Sam admitted to trading in securities without being registered and engaging in an illegal distribution of securities by introducing seven individuals to Thomas Arthur Williams ("Williams") during the Material Time, for which Sam received commissions. The seven individuals became investors, to whom no exemptions applied, and collectively invested $348,853 in one or more various companies.

II. THE BCSC PROCEEDINGS

Agreed Statement of Facts

6. In the Settlement Agreement, Sam agreed with the following facts:

Background

a. Sam is a resident of British Columbia.

b. Between April 2008 and October 2009, Sam introduced investors to Williams and the following companies:

i. Global Wealth Creation Opportunities Inc.;

ii. Global Wealth Creation Opportunities (Belize);

iii. Global Wealth Financial Inc.;

iv. Global Wealth Creation Strategies Inc.;

v. CDN Global Wealth Creation Club RW-TW; and

vi. 2002 Concepts Inc.

(collectively, the "Global Group of Companies").

c. Sam has never been registered under the British Columbia Securities Act, R.S.B.C. 1996, c. 418 (the "BC Act") in any capacity.

d. No prospectus has ever been filed with the BCSC in respect of the distribution of securities of the Global Group of Companies.

Misconduct

Illegal Distribution

e. Between February 2007 and April 2010, Williams and the Global Group of Companies raised approximately $11.7 million from approximately 123 investors.

f. Sam introduced seven investors, to whom no exemptions applied, to the Global Group of Companies. The investors Sam introduced collectively invested $348,853.

g. Sam received $19,469 in commissions for introducing seven investors to the Global Group of Companies.

h. By introducing investors to the Global Group of Companies, Sam:

i. traded in securities without being registered, contrary to section 34(a) of the BC Act, and

ii. distributed securities for which a prospectus has not been filed, contrary to section 61 of the BC Act.

The BCSC Order

7. The BCSC Order imposed the following sanctions, conditions, restrictions or requirements upon Sam:

a. For a period of 5 years:

i. under section 161(1)(b) of the BC Act, Sam cease trading in, or be prohibited from purchasing, any securities, except that he may trade securities through one account in his own name through a registrant if he first provides a copy of the BCSC Order to the registrant;

ii. under section 161(1)(d)(iii) of the BC Act, Sam is prohibited from becoming or acting as a registrant or promoter;

iii. under section 161(1)(d)(iv) of the BC Act, Sam is prohibited from acting in a management or consultative capacity in connection with activities in the securities market; and

iv. under section 161(1)(d)(v) of the BC Act, Sam is prohibited from engaging in investor relations activities.

Undertaking

8. Sam undertook to pay to the BCSC a total of $29,469 in respect of settlement of the matter, which was due and payable at the time of execution of the Settlement Agreement.

Consent to Regulatory Orders

9. Sam consents to a regulatory order made by any provincial or territorial securities regulatory authority in Canada containing any or all of the Orders set out in paragraph 2 of the Settlement Agreement.

III. JURISDICTION OF THE ONTARIO SECURITIES COMMISSION

10. Sam is subject to an order of the BCSC that imposes sanctions, conditions, restrictions or requirements upon him.

11. Pursuant to paragraphs 4 and 5, respectively, of subsection 127(10) of the Act, an order made by a securities regulatory authority, derivatives regulatory authority or financial regulatory authority, in any jurisdiction, that imposes sanctions, conditions, restrictions or requirements on a person or company, or an agreement with a securities regulatory authority, derivatives regulatory authority or financial regulatory authority, in any jurisdiction, that a person or company is to be made subject to sanctions, conditions, restrictions or requirements may form the basis for an order in the public interest made under subsection 127(1) of the Act.

12. Staff allege that it is in the public interest to make an order against Sam.

13. Staff reserve the right to amend these allegations and to make such further and other allegations as Staff deem fit and the Commission may permit.

DATED at Toronto, this 28th day of September, 2015.