Proceedings

IN THE MATTER OF THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED

- AND -

IN THE MATTER OF

JAMES FREDERICK PINCOCK

STATEMENT OF ALLEGATIONS

OF STAFF OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission ("Staff") make the following allegations:

Introduction

1. During the period from May 1995 to May 1999, James Frederick Pincock ("Pincock) was the President of Britwirth Investment Company, Ltd. ("Britwirth"), and an officer or director of Fulton Park Limited ("Fulton Park") and Wifsta Ltd. ("Wifsta"). Pincock has not been registered in any capacity under the Securities Act R.S.O. 1990, c. S.5, as amended (the "Act").

2. Britwirth was incorporated pursuant to the laws of the Turks and Caicos Islands, and Fulton Park and Wifsta were incorporated pursuant to the laws of the Isle of Man. Britwirth, Fulton Park and Wifsta have not been registered in any capacity under the Act.

 

Trading by Pincock Without a Prospectus or Registration Contrary to the Requirements of Ontario Securities Law

3. During the period from May 1995 to May 1999 (the "Material Time"), Pincock traded in securities, where such trading was a distribution of such securities, without having filed a preliminary prospectus and a prospectus and obtaining receipts therefor from the Director as required by section 53(1) of the Act, and without registration contrary to section 25(1) of the Act.

4. In particular, Pincock received funds in the amount of at least CAD1.7 million and at least USD500,00 from approximately 170 investors in Ontario and elsewhere to purchase securities in at least six companies, including, Royal Laser Tech Corporation, Champion Communication Services Inc., Leisure Canada Inc., Indocan Resources Inc., International Menu Solutions Corporation, Pacific Concorde Capital Inc. and Luxell Technologies Inc., (collectively, referred to as the "Companies"). Pincock arranged for the investors to purchase securities in the Companies through a series of pooling or subscription agreements entered into between investors and Britwirth, Fulton Park or Wifsta (the "Agreements").

5. Subsequent to receiving funds from investors for the purchase of securities in the Companies, Britwirth, Fulton Park and Wifsta, at the direction of Pincock, purchased securities in the Companies. Britwirth, Fulton Park and Wifsta, at the direction of Pincock, then distributed securities in the Companies to the investors who had purchased securities through the Agreements.

6. Further, during the Material Time, Pincock, on his own behalf or in his capacity as President of Britwirth, acted or purported to act as an adviser to investors, or as portfolio manager for the purpose of managing investments on behalf of clients. As stated above, Pincock and Britwirth were not registered in any capacity under the Act.

 

Conduct Contrary To The Public Interest

7. In summary, during the Material Time, Pincock violated Ontario securities law and engaged in conduct contrary to the public interest, by reason of the following:

(a) Pincock traded in securities, as outlined above, where such trading constituted a distribution of such securities, without filing and obtaining a receipt for a prospectus and without an exemption to the prospectus requirement, contrary to section 53(1) of the Act;

(b) Pincock traded in securities without registration and without an exemption to the requirement for registration, contrary to section 25(1) of the Act; and

(c) Pincock acted as an adviser or purported to act as an adviser to investors in Ontario contrary to section 25(1) of the Act and contrary to the public interest.

 

8. Such additional allegations as Staff may advise and the Commission may permit.

DATED at Toronto, this 16th day of August, 2001