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Antwort auf Beitrag Nr.: 62.694.487 von DerPaul62 am 16.02.20 11:33:18Sorry ich werde aus dem Text nicht schlau! Läuft da noch etwas? Oder sind die vor Gericht?
Update vom OSC Hearing am 7.2.2020 - es zieht sich:

ON HEARING the oral submissions of the representatives for Staff of the Commission and for each of the Respondents;

IT IS ORDERED THAT:

By March 6, 2020:
Nayeem Alli shall serve a summary of each of his witness’s anticipated evidence on all parties; and
all Respondents shall serve summaries of their witnesses’ anticipated evidence on each of the other Respondents;
The motion to be filed by Staff regarding the sufficiency of the witness summaries delivered by Andre Itwaru shall be heard on April 7, 2020, at 10:00 a.m., or on such other date or time as may be agreed to by the parties and set by the Office of the Secretary;
By April 30, 2020, Staff shall serve every party with the report of its expert witness;
By August 19, 2020, each party shall serve every other party with a hearing brief containing copies of the documents and identifying the other things that the party intends to produce or enter as evidence at the merits hearing;
By August 26, 2020, each party shall file a completed copy of the E-hearing Checklist for the Hearing on the Merits;
The final interlocutory attendance in this matter is scheduled for September 2, 2020, at 10:00 a.m., or on such other date or time as may be agreed to by the parties and set by the Office of the Secretary;
By September 28, 2020, each party shall provide to the Registrar the electronic documents that the party intends to rely on or enter into evidence at the merits hearing, along with an Index File, in accordance with the Protocol for E-Hearings; and
The merits hearing shall commence on October 5, 2020 and continue on October 7, 8, 9, 13-16, 19, 21, 22, 23, 26, 27, November 20, 23, 25, 26, 27, 30, December 1-4, 7, 9-11, 14-18, 2020, and January 7, 8, and 11-15, 2021, at 10:00 a.m. on each day, or such other dates and times as may be agreed to by the parties and set by the Office of the Secretary.
Schon seit 2015 beschissen und betrogen, unglaublich. Liest sich echt wie ein Krimi:

IN THE MATTER OF
FIRST GLOBAL DATA LTD., GLOBAL BIOENERGY RESOURCES INC.,
NAYEEM ALLI, MAURICE AZIZ, HARISH BAJAJ,
AND ANDRE ITWARU

STATEMENT OF ALLEGATIONS

(Subsection 127(1) and Section 127.1 of the Securities Act, RSO 1990, c S.5)

A. ORDER SOUGHT

1. Staff of the Enforcement Branch ("Enforcement Staff") of the Ontario Securities Commission (the "Commission") request that the Commission make the following orders:

a) that trading in any securities or derivatives by the respondents, First Global Data Ltd. ("FGD"), Global Bioenergy Resources Inc. ("GBR"), Nayeem Alli, ("Alli") Maurice Aziz ("Aziz"), Harish Bajaj ("Bajaj") and Andre Itwaru ("Itwaru") (collectively, the "Respondents") cease permanently or for such period as is specified by the Commission, pursuant to paragraph 2 of subsection 127(1) of the Securities Act, RSO 1990, c S.5 (the "Act");

b) that the acquisition of any securities by the Respondents is prohibited permanently or for such period as is specified by the Commission, pursuant to paragraph 2.1 of subsection 127(1) of the Act;

c) that any exemptions contained in Ontario securities law do not apply to the Respondents permanently or for such period as is specified by the Commission, pursuant to paragraph 3 of subsection 127(1) of the Act;

d) that the Respondents be reprimanded, pursuant to paragraph 6 of subsection 127(1) of the Act;

e) that Alli, Aziz, Bajaj and Itwaru (collectively, the "Individual Respondents") resign any position that they hold as a director or officer of an issuer or a registrant, pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act;

f) that the Individual Respondents be prohibited from becoming or acting as a director or officer of any issuer or a registrant permanently or for such period as is specified by the Commission, pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act;

g) that the Individual Respondents be prohibited from becoming or acting as a registrant or as a promoter permanently or for such period as is specified by the Commission, pursuant to paragraph 8.5 of subsection 127(1) of the Act;

h) that the Respondents each pay an administrative penalty of not more than $1 million for each failure by the Respondents to comply with Ontario securities law, pursuant to paragraph 9 of subsection 127(1) of the Act;

i) that the Respondents disgorge to the Commission any amounts obtained as a result of non-compliance with Ontario securities law, pursuant to paragraph 10 of subsection 127(1) of the Act;

j) that the Respondents pay the costs of the Commission investigation and the hearing, pursuant to section 127.1 of the Act; and

k) such other orders as the Commission considers appropriate in the public interest.

B. FACTS

Enforcement Staff make the following allegations of fact:

OVERVIEW

2. Investor protection is fundamental to securities regulation. The Respondents engaged in improper capital raising activities and made untrue and misleading statements to Ontario investors, which put investors' financial interests at risk and compromised the integrity and reputation of Ontario's capital markets.

3. In addition, the Respondents' misconduct undermined the following cornerstone principles of securities regulation:

a) Registration: Registration requirements serve critical gate-keeping and investor protection functions by ensuring that only properly qualified and suitable persons are permitted to engage in the business of trading and distributing securities. GBR, Aziz and Bajaj engaged in unregistered trading when soliciting the investments, and put the financial interests of investors at risk through misrepresentations and fraud.

b) Prospectus Disclosure: Capital raising requires a prospectus providing full, true and plain disclosure of all material facts relating to the securities being issued, or reliance on an available exemption from the prospectus requirement. The Respondents participated in distributions of securities without a prospectus, or reliance on an applicable exemption.

c) Continuous Disclosure: Ontario securities law imposes continuous disclosure requirements on reporting issuers, including financial disclosure requirements. FGD, as a public company, filed interim financial reports and comparative financial statements that contained material misstatements.

4. In the spring of 2015, GBR, primarily through Aziz and Bajaj, began raising money from Ontario investors, for the stated purpose of investing in bitumen mining and/or biodiesel production purportedly being undertaken by an affiliated Colombian company, Global Bioenergy Resource SAS ("GBRSAS").

5. At the same time, FGD was in dire need of a capital infusion. In order to raise capital, in August of 2015, FGD entered into an agreement with GBRSAS (the "Debenture Agreement") pursuant to which GBRSAS, primarily through Aziz and Bajaj, agreed to assist FGD in raising funds through a debenture offering bearing interest at 14% per year, known as the FGD series "G" debentures (the "FGD Debentures"). GBRSAS agreed to provide its assets as security.

6. The Debenture Agreement further provided that a portion of the funds raised through the debenture offering would be lent by FGD to GBRSAS for the deployment of FGD's technology in return for promissory notes bearing interest at 16% per year (the "Promissory Notes").

7. During the period of approximately May to December of 2015 (the "Solicitation Period"), $4.4 million was raised through the distribution of the FGD Debentures to over 90 investors, the majority of whom were Ontario residents. This distribution occurred without a prospectus providing disclosure to investors, or an available exemption to the prospectus requirement. None of the FGD Parties or the GBR Parties (as defined below) were registered to trade or advise in securities in Ontario.

8. FGD and GBR made contradictory representations to investors regarding the intended use of their investment funds. FGD and GBR also made representations regarding the security backing the investment, which were untrue and amounted to prohibited representations. The conduct in respect of the GBR Parties soliciting the investments was fraudulent.

9. Particularly, subscription agreements and accompanying term sheets (collectively, the "Subscription Documents"), prepared by FGD, set out the terms of the FGD Debentures and represented that capital raised from the sale of the FGD Debentures would be used for FGD's working capital. In contrast, the GBR Parties conveyed to investors in person and in marketing materials that investor funds would be used to finance bitumen mining and biodiesel operations in Colombia purportedly owned and operated by GBRSAS and/or GBR. However, neither GBRSAS nor GBR had any direct ownership interests or business operations in bitumen mining or biodiesel.

10. The capital raised from the sale of the FGD Debentures was used in a manner contrary to the representations. Of the approximately $4.4 million raised, FGD retained approximately $1.5 million. The remaining approximately $2.9 million, or two-thirds, was provided to or for the benefit of GBRSAS. GBRSAS did not utilize any of the $2.9 million to deploy FGD's technology in Colombia. No payments of principal or interest were received by FGD in respect of the Promissory Notes, and FGD terminated the Debenture Agreement for non-performance.

11. Subscription Documents and marketing materials utilized during the Solicitation Period also stated that the FGD Debentures would be fully secured and guaranteed by a first charge against mining assets in Colombia purportedly owned and operated by GBRSAS. These representations were not true. The FGD Debentures were not secured by any assets in Colombia, or otherwise.

12. $4.4 million in FGD Debentures matured, none of the investors have been repaid and interest payments are in arrears.

13. GBR engaged in other improper capital raising activities and fraudulent conduct in 2015 through the solicitation of a $450,000 loan (the "GBR Debenture") from an Ontario investor who was not accredited ("Investor X"). An exorbitant rate of interest was promised to Investor X and it was represented to her that her investment would be secured by assets in Colombia (the same assets falsely represented to investors in the FGD Debentures as being the security for their investment). The investment was also not secured, has not been repaid and interest is in arrears.

14. In addition, FGD, as a public company, improperly recognized millions of dollars of debt as revenue in its comparative financial statements for fiscal 2016 and interim financial reports for each of the first three quarters of 2017.

15. By filing financial statements and related disclosures that contained material misstatements and were not prepared in accordance with Canadian generally accepted accounting principles for publicly accountable enterprises ("GAAP"), FGD compromised public confidence in the integrity of financial reporting and Ontario capital markets.

THE RESPONDENTS

16. Enforcement Staff's specific allegations in respect of the conduct described above involve two groups:

i) the "FGD Parties" consisting of FGD, Alli and Itwaru; and

ii) the "GBR Parties" consisting of GBR, Aziz and Bajaj;

and three transactions (defined below):

a) the FGD Debentures;

b) the GBR Debenture; and

c) the FGD Purported License Transactions.

17. The connection between the two groups results from a friendship between Alli, FGD's former Chief Financial Officer ("CFO"), and Aziz, a director of GBR at the material time.

(a) The FGD Parties

18. FGD is a Canadian company with its head office in Toronto, Ontario. FGD is a reporting issuer in Ontario, British Columbia and Alberta. Ontario is its principal regulator. FGD is listed on the TSX Venture Exchange, the Frankfurt Stock Exchange and the OTCQB.

19. FGD describes itself in press releases as an international financial technology company with two main lines of business: (a) mobile payments; and (b) cross border payments.

20. On May 4, 2018, the Commission issued a cease trade order in respect of FGD as a result of its failure to file financial reports and related disclosure documents and certificates (the "CTO"). The CTO continues to be in place.

21. Itwaru is a resident of Toronto, Ontario. He was the President, CEO and Chairman of the Board of FGD from November of 2012 until his resignation in January of 2019. He has never been registered with the Commission in any capacity.

22. Alli is a resident of Toronto, Ontario. Alli was appointed Chief Strategy Officer and a director of FGD on November 29, 2012. He became FGD's CFO on July 9, 2014. Alli resigned as FGD's CFO on or about October 2, 2017 but was re-appointed as "interim" CFO on November 27, 2017. Alli resigned as a director of FGD on November 27, 2017. On August 16, 2018, FGD announced that Alli was no longer with the company in any capacity. Alli has never been registered with the Commission.

(b) The GBR Parties

23. GBR is an Ontario corporation incorporated in August of 2015. GBR's office, during the material time, was in Richmond Hill, Ontario. GBR is not a reporting issuer and has never been registered with the Commission in any capacity.

24. GBRSAS is a Colombian corporation with offices in Bogota, Colombia. GBRSAS is not a reporting issuer and has never been registered with the Commission. GBRSAS is also known as, Global Bioenergy SAS, Global Bioenergy Resources SAS, Global Bio-Resources SAS and Global Bio Energy SAS (all such entities are referred to herein as GBRSAS).

25. GBRSAS was held out in various marketing materials prepared by the GBR Parties and used to solicit investments in the FGD Debentures, as having secured the mineral rights for the mining and export of high grade bitumen in Colombia and having built a fully functional biodiesel plant in Colombia.

26. In these marketing materials, the names "GBRSAS" (and the various iterations of that name identified above) and "GBR" were used interchangeably and inconsistently, suggesting that GBR and GBRSAS were essentially, one and the same, with GBR being the "Canadian Office" and GBRSAS being the "Colombian Office" for the purported Colombian mining and biodiesel rights and operations.

27. Aziz is an Ontario resident and a director of GBR. During the material time, Aziz held himself out as an officer and/or director of GBRSAS. Aziz has never been registered with the Commission. Aziz describes himself as being principally in the business of "business development".

28. Bajaj is an Ontario resident and a director of GBR. During the material time, Bajaj held himself out as an officer and/or director of GBRSAS. Bajaj was registered as a Salesperson or Dealing Representative for a scholarship plan dealer from May 2004 to March 2014. Bajaj was not registered with the Commission in any capacity during the material time, and is not currently registered with the Commission.

BACKGROUND

(a) The FGD Debentures

29. In August of 2015, GBRSAS entered into the Debenture Agreement with FGD to assist FGD in raising funds through a debenture offering.

30. Pursuant to the Debenture Agreement, FGD agreed to provide GBRSAS with a portion of the funds raised through the FGD Debenture offering and with exclusive rights to deploy FGD's technology in Colombia and elsewhere. In return, GBRSAS agreed to provide a guarantee to the investors of a first charge against all the assets of GBRSAS and the Promissory Notes to FGD in respect of the funds advanced.

31. Itwaru signed the Debenture Agreement on behalf of FGD and Aziz signed on behalf of GBRSAS. The Promissory Notes were signed by Itwaru or Alli on behalf of FGD and Aziz signed on behalf of GBRSAS.

32. The FGD Debentures were for a three-year term. They bore interest at the rate of 14% per year and offered a production-based royalty to be generated from the purported operating assets owned by GBRSAS in Colombia, payable to investors by FGD.

33. During the period of approximately May to December of 2015 (the "Solicitation Period"), Aziz and Bajaj, solicited investments for the Colombian bitumen mining and/or biodiesel operations. Ultimately, they raised $4.4 million through the sale of FGD Debentures to over 90 investors resident in Ontario (the "Debenture Holders"). Many of the Debenture Holders did not qualify as accredited investors.

34. The Subscription Documents were prepared by FGD, and Alli or Itwaru signed and accepted the subscriptions on behalf of FGD.

35. Aziz and Bajaj prepared and/or directed the preparation of marketing materials and then used those materials to solicit investments in the Colombian operations through the FGD Debentures.

36. Many investors were solicited by way of radio advertisements placed by Bajaj and/or GBR, were existing clients of Bajaj's tax business, or were referrals from other Debenture Holders.

37. FGD has never received any interest or principal payments from GBRSAS pursuant to the Promissory Notes. The first Promissory Note, for $400,000, was executed by FGD and GBRSAS on August 25, 2015. The second Promissory Note, for $150,000, was executed on September 16, 2015. In accordance with their terms, interest was due on a monthly basis. Despite having received no interest payments, FGD loaned an additional approximately $2.4 million to or for the benefit of GBRSAS between October 23, 2015 and December 23, 2015.

38. On December 29, 2015, FGD terminated the Debenture Agreement for non-performance.

39. The FGD Debentures started maturing in August of 2018. None of them have been repaid and interest payments are in arrears.

(i) Unregistered Trading and Illegal Distribution

40. The FGD Debentures are "securities" as defined in subsection 1(1) of the Act.

41. The sales of the FGD Debentures were trades in securities not previously issued and were, therefore, distributions. A preliminary prospectus or prospectus was not filed with the Commission in connection with the FGD Debenture offering, nor were prospectus receipts obtained from the Director as required by subsection 53(1) of the Act. While each of the Debenture Holders completed a subscription agreement indicating that they were an accredited investor, this was not the case. Many of the Debenture Holders did not qualify as accredited investors nor did they qualify for any other exemption from the prospectus requirement set out in section 53 of the Act. Reports of exempt distributions, including Form 45-106F1, were not filed with the Commission.

42. None of the GBR Parties were registered with the Commission to trade in the FGD Debentures. By engaging in the conduct described above, GBR, Aziz and Bajaj engaged in, or held themselves out as engaging in, the business of trading in securities and participated in acts, solicitations, conduct or negotiations, directly or indirectly, in furtherance of the sale or disposition of securities for valuable consideration without the necessary registration or an applicable exemption from the registration requirement, contrary to subsection 25(1) of the Act.

43. By engaging in the conduct described above, FGD, Alli, Itwaru, GBR, Aziz and Bajaj participated in a distribution of securities without filing a preliminary prospectus or prospectus or an applicable exemption from the prospectus requirement, contrary to section 53 of the Act.

(ii) False and Improper Representations to Investors

Working Capital and Use of Funds Representations

44. Investors were provided with subscription agreements and accompanying term sheets (collectively, the Subscription Documents) which set out the terms of the FGD Debentures and included a representation that the funds raised would be used for FGD's "general working capital" (the "Working Capital Representation").

45. Contrary to the Subscription Documents, which were presented to investors by Aziz and Bajaj, certain Debenture Holders were told by Aziz and/or Bajaj that the funds they had invested in the FGD Debentures would be used to finance GBRSAS and/or GBR's bitumen mining and/or biodiesel operations in Colombia (the "Use of Funds Representations"). These representations were untrue. Neither GBRSAS nor GBR had any direct ownership interests or business operations in bitumen mining or biodiesel.

46. Capital raised from the sale of the FGD Debentures was used as follows:

a) FGD retained approximately $1.5 million of the approximately $4.4 million raised;

b) FGD provided approximately $2.9 million to or for the benefit of GBRSAS. The funds were not used for bitumen mining and/or biodiesel operations purportedly owned by GBRSAS or GBR in Colombia; and

c) Approximately $300,000 was used to make interest payments on the FGD Debentures and the GBR Debenture. In other words, investors were paid interest owing to them in respect of the FGD Debentures and GBR Debenture from the capital already raised in the FGD Debenture offering.

Security and GBRSAS Operations Representations

47. It was further represented to the Debenture Holders, expressly or impliedly, including in the Subscription Documents, investor presentations, radio advertisements and/or in discussions with Aziz and/or Bajaj, that: (a) the FGD Debentures would be fully guaranteed and secured by assets owned by GBRSAS; (b) the operations related to GBRSAS' assets in Colombia were sufficient to generate a return on equity of 14% to make interest payments on the FGD Debentures; and (c) GBRSAS had control over those operations (collectively, the "GBRSAS Security and Operations Representations").

48. The GBRSAS Security and Operations Representations contained in the Subscription Documents were untrue. The FGD Debentures were not guaranteed or secured and GBRSAS did not have any direct ownership interests or business operations in bitumen mining or biodiesel. To the contrary, the owners of the assets in Colombia were not aware of the Debenture Agreement, did not pledge any assets in respect of the FGD Debentures and did not transfer title to those assets to GBRSAS.

49. In August of 2018, FGD issued its comparative financial statements for the year ended December 31, 2017, in which FGD disclosed that there was no security against the assets pledged for the FGD Debentures and that the corresponding receivable from GBRSAS had been written off.

(iii) Fraudulent Conduct -- the GBR Parties

50. By engaging in the conduct described in paragraphs 44 through 49 above, GBR, Aziz and Bajaj, as officers and directors of GBR, de facto officers and/or directors of GBRSAS, and given their role in the solicitation process for the FGD Debentures and their dealings with principals of GBRSAS, knew or ought to have known, during the Solicitation Period, that the Working Capital, Use of Funds and GBRSAS Security and Operations Representations, were false or misleading.

51. In particular, Aziz and Bajaj knew or ought to have known, during the Solicitation Period, that:

a) some of the funds raised through the FGD Debenture offering had been directed towards coal mining projects in Colombia in respect of which GBRSAS had no asset or other ownership interest;

b) the assets represented to investors as having been pledged by GBRSAS as security were not owned by GBRSAS, nor were any other assets pledged;

c) no interest payments were made to FGD by GBRSAS pursuant to the Promissory Notes; and

d) funds raised from the FGD Debenture offering were used to make interest payments on the FGD Debentures and GBR Debenture.

52. Aziz and Bajaj failed to inform the Debenture Holders of any of the foregoing and continued to solicit sales in the FGD Debentures and receive finder's fees, commissions and/or other fees for doing so.

53. This conduct put investors' pecuniary interests at risk.

54. Accordingly, GBR, Aziz and Bajaj engaged in or participated in acts, practices, or courses of conduct relating to securities that they knew or reasonably ought to have known perpetrated a fraud on persons or companies contrary to paragraph 126.1(b) of the Act.

(iv) Prohibited Representations -- the GBR Parties

55. By engaging in the conduct described in paragraphs 44 through 49 above, GBR, Aziz and Bajaj, made untrue and/or misleading statements about matters relating to the FGD Debentures that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading or advising relationship and/or omitted information necessary to prevent the statements from being false or misleading in the circumstances in which they were made.

56. Accordingly, each of GBR, Aziz and Bajaj breached subsection 44(2) of the Act.

(v) Authorizing, Permitting or Acquiescing in GBR's Breaches of the Act

57. Aziz and Bajaj, as officers and directors of GBR, authorized, permitted or acquiesced in the conduct engaged in by GBR which constituted the breaches of securities law described above.

58. As a result, Aziz and Bajaj are deemed to have not complied with Ontario securities law pursuant to section 129.2 of the Act.

(vi) Prohibited Representations -- the FGD Parties

59. The GBRSAS Security and Operations Representations contained in the Subscription Documents were untrue. Itwaru and Alli, as CEO and CFO of FGD respectively, knew or ought to have known this was the case and otherwise failed to take reasonable steps to confirm their accuracy during the Solicitation Period.

60. During the Solicitation Period, the FGD Parties failed to take reasonable or appropriate steps to ensure that GBRSAS owned the assets purportedly pledged to secure the FGD Debentures and/or that such assets had been pledged as security.

61. Alli and Itwaru continued to authorize the advancement of funds from FGD to or for the benefit of GBRSAS despite the fact that interest owing pursuant to the Promissory Notes was in arrears.

62. By engaging in the conduct described in paragraphs 47 through 49 and 59 through 61 above, FGD, made untrue and/or misleading statements about matters relating to the FGD Debentures that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading or advising relationship and/or omitted information necessary to prevent the statements from being false or misleading in the circumstances in which they were made.

63. Accordingly, FGD breached subsection 44(2) of the Act.

(vii) Authorizing, Permitting or Acquiescing in FGD's Breaches of the Act

64. Alli and Itwaru, as officers and directors of FGD during the material time, authorized, permitted or acquiesced in the conduct engaged in by FGD which constituted the breaches of securities law described above.

65. As a result, Alli and Itwaru are deemed to have not complied with Ontario securities law pursuant to section 129.2 of the Act.

(viii) Conduct Contrary to the Public Interest -- the FGD Parties

66. By engaging in the conduct described in paragraphs 44 through 49 and 59 through 61 above, FGD, Alli and Itwaru's conduct was contrary to the public interest. In particular, contrary to the public interest, they failed to take reasonable or appropriate steps to ensure that the GBR Parties did not make false or misleading statements to investors or fail to provide investors with information necessary to prevent the statements made from being false or misleading.

(b) The GBR Debenture

67. In or around May of 2015, GBR, through Aziz, solicited an investor ("Investor X"), to loan funds to GBR allegedly to fund GBRSAS's purported mining operations in Colombia. Investor X initially met with Aziz and then attended an investor presentation at GBR's offices in Richmond Hill, Ontario.

68. Investor X loaned GBR $350,000 on or around July 2, 2015 and an additional $98,000 on or around August 13, 2015 (the investments are collectively referred to as, the GBR Debenture).

69. Investor X was not initially provided with any documents regarding her two investments made in July and August of 2015. However, on or about October 1, 2015, Investor X was provided with a GBR "Debenture Term Sheet" (the "GBR Debenture Term Sheet") purportedly confirming her $450,000 investment in GBR.

70. The GBR Debenture Term Sheet contained the following representations regarding the attributes of the GBR Debenture, which had already been conveyed to Investor X by GBR: (a) the GBR Debenture would pay simple interest at a rate of 4% per month; (b) Investor X's investment was 100% secured and was guaranteed by a first charge against all of the assets of GBRSAS (the same assets purportedly securing and guaranteeing the FGD Debentures); and (c) the first charge was, at a minimum, equal to 142% of the amount invested by Investor X. In addition, Investor X was told by GBR that she would be entitled to profit sharing in addition to interest (the "GBR Debenture Representations").

(i) Fraudulent Conduct -- GBR and Aziz

71. Contrary to the GBR Debenture Representations:

a) Investor X has received only sporadic interest payments and such payments are in arrears;

b) Despite repeated demands, Investor X has not been repaid any of her principal; and

c) GBRSAS did not hold title to the assets purportedly pledged as security.

72. This conduct put Investor X's pecuniary interests at risk.

73. By engaging in the conduct described in paragraphs 67 through 72 above, GBR and Aziz engaged in or participated in acts, practices or courses of conduct relating to securities that they knew or reasonably ought to have known perpetrated a fraud on persons or companies contrary to paragraph 126.1(1)(b) of the Act.

(ii) Prohibited Representations -- GBR and Aziz

74. As a result of the foregoing, GBR and Aziz made untrue or misleading statements about matters that a reasonable investor would consider relevant in deciding whether to enter into a trading or advising relationship and/or omitted information necessary to prevent the statements from being false or misleading in the circumstances in which they were made.

75. As such, GBR and Aziz breached subsection 44(2) of the Act.

(iii) Authorizing, Permitting or Acquiescing in GBR's Breaches of the Act

76. Aziz, as an officer and director of GBR, authorized, permitted or acquiesced in the conduct engaged in by GBR which constituted the breaches of Ontario securities laws described above.

77. As a result, Aziz is deemed to have not complied with Ontario securities laws pursuant to section 129.2 of the Act.

(c) FGD Purported License Transactions

78. Between January of 2016 and November of 2017, FGD purportedly sold technology license agreements (the "FGD Purported License Transactions") to investors, many of whom are resident in Ontario. The documentation prepared in respect of the FGD Purported License Transactions stated that the funds were advanced in exchange for the issuance of exclusive licenses to market and deploy FGD's technology. Such was not the case. Rather, in many instances, no licences were ever issued, and no steps were intended to be taken, or were in fact taken, to market or deploy the technology. Investors loaned funds to FGD based on representations that such loans would be repaid with interest on agreed upon terms.

79. From 2016 until August of 2018, FGD reported the FGD Purported License Transactions as revenue in its interim financial reports for the quarters ending March 31, June 30 and September 30, 2017, and in its comparative financial statements for the year ended December 31, 2016 (the "Financial Reports"). Because certain of those transactions were, in fact, financial liabilities, the Financial Reports were not prepared in accordance with GAAP and contained material misstatements.

80. Following inquiries from Enforcement Staff, on August 2, 2018, FGD issued its comparative financial statements and Management Discussion and Analysis for the year ended December 31, 2017 and restated its comparative financial statements for the year ended December 31, 2016. On August 29 and November 29, 2018, FGD issued its interim financial statements and Management Discussion and Analysis for the interim periods ending March 31, June 30 and September 30, 2018, and restated its interim financial reports for the periods ending March 31, June 30 and September 30, 2017. The restatements corrected the misstatements relating to the FGD Purported License Transactions (collectively, referred to as the "Restated Financial Reports").

81. For the fiscal year ended December 31, 2016, the restatement resulted in a reported revenue of $3.5 million and a net loss of $3.5 million, down from a previously reported revenue of $6.2 million and a net loss of approximately $655,000. For the nine months ended September 30, 2017, the restatement resulted in reported revenue of $1.2 million, down from a previously reported revenue of $11.2 million, and a restated net loss of $8.9 million, from a previously reported net income of $150,000.

(i) Breaches of Ontario Securities Law by FGD Parties -- Financial Reporting

82. Given the foregoing, FGD has filed financial reports that were not prepared in accordance with GAAP and contained material misstatements. Itwaru, as CEO, and Alli, as CFO, certified the Interim and Annual Filings that were not prepared in accordance with GAAP and were materially misstated.

83. Accordingly, FGD contravened subsections 77(1) and 78(1) and 122(1)(b) of the Act, and part 3.2(1)(a) of National Instrument 52-107 Financial Disclosure.

84. Itwaru and Alli, as officers and directors of FGD during the material time, authorized, permitted or acquiesced in the conduct engaged in by FGD which constituted the breaches of Ontario securities laws described above.

85. As a result, Itwaru and Alli are deemed to have not complied with Ontario securities laws pursuant to section 129.2 of the Act.
C. BREACHES OF ONTARIO SECURITIES LAW AND CONDUCT CONTRARY TO THE PUBLIC INTEREST

(a) The FGD Debentures

86. The specific allegations advanced by Enforcement Staff in respect of the FGD Debentures are:

a) During the Solicitation Period, GBR, Aziz and Bajaj engaged in, or held themselves out as engaging in, the business of trading in securities and participated in acts, solicitations, conduct or negotiations, directly or indirectly, in furtherance of the sale or disposition of securities for valuable consideration without the necessary registration or an applicable exemption from the registration requirement, contrary to subsection 25(1) of the Act;

b) During the Solicitation Period, FGD, Alli, Itwaru, GBR, Aziz and Bajaj participated in a distribution of securities without filing a preliminary prospectus or prospectus or an applicable exemption from the prospectus requirement, contrary to section 53 of the Act;

c) During the Solicitation Period, GBR, Aziz and Bajaj directly or indirectly engaged or participated in an act, practice or course of conduct relating to securities that they knew or reasonably ought to have known perpetrated a fraud on any person or company, contrary to paragraph 126.1(1)(b) of the Act;

d) During the Solicitation Period, FGD, GBR, Aziz and Bajaj made untrue, false, or misleading representations that a reasonable investor would have considered relevant in deciding whether to enter into or maintain a trading relationship, contrary to subsection 44(2) of the Act;

e) Alli and Itwaru authorized, permitted or acquiesced in FGD's non-compliance with Ontario securities law, contrary to section 129.2 of the Act;

f) Aziz and Bajaj authorized, permitted or acquiesced in GBR's non-compliance with Ontario securities law, contrary to section 129.2 of the Act; and

g) FGD's, Alli's, Itwaru's, GBR's, Aziz's and Bajaj's conduct was contrary to the public interest and harmful to the integrity of the capital markets in Ontario.

(b) The GBR Debenture

87. The specific allegations advanced by Enforcement Staff in respect of the GBR Debenture are:

a) Between May of 2015 and August of 2015, GBR and Aziz directly or indirectly engaged or participated in an act, practice or course of conduct relating to securities that they knew or reasonably ought to have known perpetrated a fraud on any person or company, contrary to paragraph 126.1(1)(b) of the Act;

b) Between May of 2015 and August of 2015, GBR and Aziz made numerous untrue, false, or misleading representations that a reasonable investor would have considered relevant in deciding whether to enter into or maintain a trading relationship, contrary to subsection 44(2) of the Act;

c) Aziz authorized, permitted or acquiesced in GBR's non-compliance with Ontario securities law, contrary to section 129.2 of the Act; and

d) GBR's and Aziz's conduct was contrary to the public interest and harmful to the integrity of the capital markets in Ontario.

(c) FGD Purported License Transactions

88. The specific allegations advanced by Enforcement Staff in respect of the FGD Purported License Transactions are:

a) FGD failed to file interim financial reports for each of the quarters ending March 31, June 30 and September 30, 2017 made up and certified as required by the regulations and in accordance with GAAP, contrary to subsection 77(1) of the Act;

b) FGD failed to file the comparative financial statements for the year ended December 31, 2016 made up and certified as required by the regulations and in accordance with GAAP, contrary to subsection 78(1) of the Act;

c) FGD made statements in its interim financial reports for each of the quarters ending March 31, June 30 and September 30, 2017, and its comparative financial statements for the year ended December 31, 2016 that in a material respect and at the time and in the light of the circumstances under which they were made, were misleading or untrue or failed to state a fact that was required or necessary to make the statement not misleading, contrary to subsection 122(1)(b) of the Act;

d) FGD failed to prepare financial statements, included in a document filed by an issuer under National Instrument 51-102, in accordance with GAAP applicable to publicly accountable enterprises, contrary to part 3.2(1)(a) of National Instrument 52-107 Financial Disclosure;

e) Alli and Itwaru authorized, permitted or acquiesced in FGD's non-compliance with Ontario securities law, contrary to section 129.2 of the Act; and

f) FGD, Alli and Itwaru's conduct was contrary to the public interest and harmful to the integrity of the capital markets in Ontario.

89. Enforcement Staff reserve the right to amend these allegations and to make such further and other allegations as Enforcement Staff may advise and the Commission may permit.

DATED at Toronto, May 31, 2019.
Melissa MacKewn
Crawley MacKewn Brush LLP
Suite 800
179 John Street
steuerliche Berücksichtigung
Es ist tatsächlich etwas passiert:

Mein Finanzamt hat mir jetzt einen in 2018 erlittenen Totalausfall einer Forderung vollständig anerkannt; ich weiß aber nicht, ob das auch für die Ausbuchung wertloser Wertpapiere gilt !

Somit hat BVB 1909 meiner Meinung nach Recht:
die Ausbuchung sollte man noch in 2019 vornehmen lassen - wer weiß, ob sich der Gesetzgeber in 2020 nicht etwas Anderes einfallen lassen wird, um diese steuerliche Berücksichtigung auszuschließen.
Antwort auf Beitrag Nr.: 62.096.279 von ZehnFranz am 06.12.19 14:05:10Ging recht fix ;) werde das so veranlassen, wie mir die gute Dame das mitgeteilt hat:

„ Guten Tag Herr XXX,

schön, dass Sie uns schreiben.

Die Kosten für eine Wertlosausbuchung betragen 19,95 EUR pro Wertpapierposition.

Bitte senden Sie uns Ihren unterschriebenen Auftrag als Fax oder mit der Post zu. Das Formular finden Sie hier: https://www.consorsbank.de/content/dam/de-cb/editorial/PDF/S…

Wichtig: Es handelt sich dabei um keinen Verkauf. Wie Sie selbst schreiben, kann der Verlust deshalb nicht mit Erträgen gegengerechnet oder bescheinigt werden.

Zu der geplanten Steueränderung liegen uns derzeit noch keine Informationen vor.

Wir wünschen Ihnen ein schönes Wochenende.

Freundliche Grüße nach xxx

Simone Ulmer
Trader Team
Ok warte auf deine Information danke
1 Antwort?Die Baumansicht ist in diesem Thread nicht möglich.
Ich habe bei meinem Broker eine Anfrage eingestellt, wie bzw ob ich die Aktie noch dieses Jahr aus meinem Depot ausgebucht bekomme - Antwort ausstehend...
Antwort auf Beitrag Nr.: 62.030.432 von Leipzig2011 am 28.11.19 00:01:27Meiner Meinung nach ist genau das Gegenteil der Fall und man sollte versuchen den Verlust/ die Ausbuchung der Aktien noch in diesem Jahr realisieren.

Hier die Frage: Ist das überhaupt möglich? Kann ich einfach einen Antrag auf Ausbuchung stellen?

----------------------------------

https://www.deutsche-handwerks-zeitung.de/geplante-steueraen…

Aktienverlust unbedingt noch 2019 realisieren

Nach der Rechtsprechung des Bundesfinanzhofs würde die Ausbuchung wertloser Aktien aus dem privaten Depot durch die Bank dazu führen, dass das Finanzamt die Verluste steuerlich anerkennen und mit Gewinnen aus anderen Kapitalanlagen steuersparend verrechnen muss. Doch aufgrund einer geplanten Änderung 2020 sollten Sie der Ausbuchung der wertlosen Aktien aus Ihrem Depot zuvorkommen und schnellstmöglich verkaufen.

In Jahressteuergesetz 2019 ist vorgesehen, dass die Ausbuchung wertloser Aktien aus dem Depot eines Anlegers steuerlich irrelevant ist. ­Weder die Bank noch das Finanzamt müssen ab 2020 solche Verluste steuerlich berücksichtigen. Aus diesem Grund empfiehlt es sich bei drohender Wertlosigkeit und Ausbuchung der Aktien, die Aktien noch bis zum 31. Dezember 2019 mit Verlust zu verkaufen. Nur in diesem Fall können Sie erreichen, dass das Finanzamt die Verluste steuerlich berücksichtigt.

Tipp: Werden Sie also unbedingt noch 2019 aktiv, wenn zu erwarten ist, dass wertlose Aktien voraussichtlich 2020 aus Ihrem Depot ausgebucht werden könnten.
Antwort auf Beitrag Nr.: 62.026.517 von ZehnFranz am 27.11.19 16:45:52
... vielleicht würde ich noch etwas warten ...
... denn es gibt bei der steuerlichen Berücksichtigung, falls Aktien wertlos ausgebucht werden, Bewegung :

https://www.faz.net/aktuell/finanzen/meine-finanzen/steuern-…
1 Antwort?Die Baumansicht ist in diesem Thread nicht möglich.
Weiß jemand wie ich diese Aktie aus dem Depot bekomme? Ich kann diesen Schund nicht mehr sehen!
2 Antworten?Die Baumansicht ist in diesem Thread nicht möglich.
Antwort auf Beitrag Nr.: 61.814.998 von DerPaul62 am 01.11.19 13:07:04Das heißt jetzt was genau?
Das Geld ist weg ...
IN THE MATTER OF
FIRST GLOBAL DATA LTD., GLOBAL BIOENERGY RESOURCES INC.,
NAYEEM ALLI, MAURICE AZIZ, HARISH BAJAJ,
and ANDRE ITWARU

D. Grant Vingoe, Vice-Chair and Chair of the Panel
October 15, 2019

ORDER
(Sections 127 and 127.1 of the
Securities Act, RSO 1990, c S.5)

WHEREAS on October 9, 2019, the Ontario Securities Commission received correspondence from Staff of the Commission (Staff), copying all parties, requesting changes to the schedule set out in the Order issued on June 25, 2019;

ON READING the correspondence from Staff and on considering that the Respondents have all either consented or made no objection to the requested revised schedule;

IT IS ORDERED THAT:

1. By no later than November 7, 2019, the Respondents shall serve and file their motions, if any, regarding Staff’s disclosure or seeking disclosure of additional documents;

2. By no later than November 14, 2019, Staff shall:

a. file and serve a witness list on each Respondent,

b. serve a summary of each witness’s anticipated evidence on each Respondent, and

c. indicate any intention to call an expert witness, including providing the expert’s name and the issues on which the expert will give evidence; and

3. The second attendance in this matter is scheduled for December 3, 2019 at 10:00 a.m., or on such other date or time as may be agreed to by the parties and set by the Office of the Secretary.

" D. Grant Vingoe"
D. Grant Vingoe
Antwort auf Beitrag Nr.: 60.474.335 von Bobby90 am 02.05.19 19:08:35
Zitat von Bobby90: Jeder kann glauben an was er will. Wir wissen alle nicht was passieren wird. Ich bin auch gespannt wann und was mit FGD passiert.

Ich glaube allerdings, dass FGD mit 2-3 Deals genug Umsatz/Gewinn machen kann um ein gutes Investment zu sein.


Der feste Glaube der Betschwester mit dem blutigen Händen wurde offenbar nicht belohnt. Schlimmer noch: Die ungläubigen Zweifler haben am Ende Recht behalten.
Antwort auf Beitrag Nr.: 61.177.521 von ZehnFranz am 05.08.19 16:24:43
Zitat von ZehnFranz: Weiß jemand etwas?


Alles was Du hier investierst hast, ist bis auf den letzten cent verloren. Das ist alles was man wissen muss.
Weiß jemand etwas?
1 Antwort?Die Baumansicht ist in diesem Thread nicht möglich.
schaut soweit (vorerst) mal gut aus
https://www.haufe.de/steuern/rechtsprechung/ausbuchung-wertl…

Wenn endgültig wertlos gewordene Aktien aus dem Depot ausgebucht werden, ist der betroffene Privatanleger naturgemäß an einer steuerlichen Verwertung seines erlittenen Vermögensverlusts interessiert. Das FG Rheinland-Pfalz hat nun grünes Licht für einen Verlustabzug gegeben - das letzte Wort liegt aber beim BFH.
Antwort auf Beitrag Nr.: 60.798.901 von 90BVB09 am 13.06.19 15:01:14Keine Ahnung! Wäre aber hoch interessant. Habe das auch noch nicht gehabt
Antwort auf Beitrag Nr.: 60.781.081 von ZehnFranz am 11.06.19 16:34:09korrekt!

Wie erfolgt dann jetzt der weitere Ablauf? Werden die Aktien irgendwann aus dem Depot ausgebucht? Gibt es irgendwie eine Möglichkeit die Verluste geltend zu machen (ist meine erste Pleite)... ? :rolleyes: :cry:
Also Ende!
1 Antwort?Die Baumansicht ist in diesem Thread nicht möglich.
First Global Data Limited Provides Further Detail on Earlier Updates







Toronto, Ontario--(Newsfile Corp. - June 11, 2019) - First Global Data Ltd. (TSXV: FGD) (OTC Pink: FGBDF) (FSE: 1G5) ("First Global" or the "Company") is pleased to provide additional details and clarity as they relate to the events outlined in the Company's press release of May 17, 2019.

The Company has been under a Cease Trader Order ("CTO") since May 2018 and, as a result, the Company has been unable to raise additional equity during such time. The Company continued to lose money in 2018 and, with its inability to finance operations, was forced to cease processing transactions in its USA Operations in October 2018. Without additional float capital, US transactions ground to a halt. The Company had also been unable, for some time before that, to sell any additional international special purpose software licenses (ISPLs) due to accounting and revenue recognition issues that have been previously disclosed.

The Company, under the direction of its new Board of Directors and with assistance from its senior lender, began to review various options more aligned with the Company's new vision. Such options included, among other things, canvassing the market for a sale of certain of its assets.

With regards to the binding Letter of Intent to sell First Global Money Inc. (FGMI), the Company's wholly-owned US licensed entity, no less than 6 agents were approached to find potential buyers/investors and market the deal. As a result, the Company undertook a fairly extensive process of pursuing various leads, entertaining multiple due diligence requests and expressions of interest from interested purchasers. In total, the company and its agents entered into discussions with no less than 10 potential parties.

Unfortunately, given the Company's publicly-disclosed stressors, there was considerable downward pressure on the market value of its assets. This, coupled with an urgency to move forward with a transaction at the earliest possible opportunity given the severe strain being placed on it to maintain money transmittor licenses and capitalization, the Company ultimately settled on the deal that had the potential to provide the greatest return to the Company once purchase price, debt assumption by the buyer, and royalty streams are collected. During the course of making this decision, the Company did consider the ramifications of selling such assets to a Company whose principal is a former director and officer of the Company but who, since his resignation on January 17, 2019, is no longer involved whatsoever in the decision-making or operations of the Company. Having considered same, the Company remains confident that it has secured the best possible deal for the Company given the circumstances free of conflict or any related-party concerns.

At this stage, the Company has one additional asset to market, which is its significant tax losses in certain of its technology assets, for which the company hopes to obtain some value.

Failing a major debt-for-equity transaction, which would require Ontario Securities Commission approval, and some minimum financing, the Company will likely need to seek creditor protection in the short term. The company's debt was already in excess of $16.0M USD in addition to AP of $3.0M USD at September 31, 2018.

Background

First Global is an international financial services technology ("FINTECH") company based in Ontario.

For further information please contact:
Ruth Fraser, Manager
First Global Data Limited
Email: rfraser@firstglobaldata.com
Tel: 416 504-3813

Caution:

https://www.finanznachrichten.de/nachrichten-2019-06/4692497…
Aus dem Stockhouse-Forum:

Aktenzeichen # 20190523-30780

REF # 20190523-30780
OSC # 1-877-785-1555


und OSC-Datei Nr. 20190523-30761 - First Global Data

Weiß jemand wie man sich Klagen gegen die Vorstände als Europäer anschließen kann ? Ich meine, es wird finanziell nichts dabei rauskommen, aber den alten Vorständen sollte das Handwerk gelegt werden. Aufgrund ihrer evtl. vorhandenen betrügerischen Absichten bei FGD - was juristisch geklärt werden muss - sollten sie zur Rechenschaft gezogen werden und nicht einfach mit den von den Altaktionären finanzierten Filetstücken woanders weitermachen können.

Das würde mir als Genugtuung schon reichen.
Antwort auf Beitrag Nr.: 60.613.681 von BP530 am 21.05.19 16:50:41
Zitat von BP530: Wie geht’s denn jetzt n
mit dieser abgehackten Firma weiter?


Wie kann man nach all den Meldungen davon ausgehen, dass es hier irgendwie weiter geht ? Der alte CEO hat sich das einzig Werthaltige billig gekrallt und in seine neue Firma gepackt. Es gibt nur noch 4 Typen, die dort angestellt sind.

FGD ist eine leere Hülle. Mit dem alten Führungspersonal sollten sich Anwälte beschäftigen. Das wars.
Wie geht’s denn jetzt n
mit dieser abgehackten Firma weiter?
1 Antwort?Die Baumansicht ist in diesem Thread nicht möglich.
Antwort auf Beitrag Nr.: 60.598.311 von lobberland am 19.05.19 16:24:19Der hatte schon länger einen Posten als CEO oder Chairman bei Azira.
Nun scheint er beides zu sein.
Ob diese Fa Ihm gehört, oder er da nur leitender Angestellter ist, weiß ich nicht.
Entscheidend ist aber: Gab es mehrere Interessenten und Gebote ? War Azira dann wirklich der höchstbietende?
Wenn nein, dann wars Untreue!
Sollte es je mal zu einer HV kommen, ist eine Entlastung der jetzigen sowie der früheren Geschäftsführung sehr fraglich.
Antwort auf Beitrag Nr.: 60.598.115 von smart007 am 19.05.19 14:48:54Ich sehe dass FDG ausgeschlachtet wird und der Ex-Chef sich alles in seine neue Firma packt. Dann bring doch bitte mal deine positive Darstellung
Vielleicht hab ich ja was übersehen
1 Antwort?Die Baumansicht ist in diesem Thread nicht möglich.
Alle die das hier nur negativ sehen muss ich fragen, ob sie wissen, was Royalties sind
Antwort auf Beitrag Nr.: 60.597.307 von bonAPART am 19.05.19 06:50:43Dieser Drec....k gehört weggesperrt
So ähnlich muss es sich wohl anfühlen, wenn du als Oma von einem Enkeltrickbetrüger abgezogen wirst.
Was ist mit MSewa?
Auch billig verhökert?
Ich fühle mich sowas von beschissen!

Vielleicht kommt mal im Forum, wo man sich in Sachen Class Action anschliessen kann.
Eine andere Frage ist, ob das überhaupt möglich ist, da FGD eine kanadische Bude ist.

Was mein den jetzt Bobby90 mit Bestem Kontakt zu Andre dazu?
Immer noch optimistisch?
Antwort auf Beitrag Nr.: 60.593.553 von lobberland am 17.05.19 23:04:39
Zitat von lobberland: https://web.tmxmoney.com/article.php?newsid=5958990191861906…


So, jetzt haben wir wenigstens Gewissheit.

Eine Abwrackmannschaft von 4 Leuten ist noch da, früher waren es 60. Nix da, die suchen noch Personal, alles Fake News in meinen Augen.

Und das Beste:

"First Global has also reached an agreement to sell its US licensed business to an arm's-length third party by the name of Azira Corporation"

Die haben jetzt die Lizenzen, auf die sich die angebliche Werthaltigkeit ja gestützt hat.
Und siehe da: Andre Itwaru - Chairman and CEO - Azira Corporation

D.h. Itwaru hat die leere Hülle FGD verlassen und bei Azira angeheuert und sich jetzt schnell mal die Lizenzen geholt. Und macht dort nun mit den Lizenzen weiter, während die FGD-Aktionäre mit nix zurückgelassen werden.

Köstlich :laugh:

Wenn Itwaru damit durchkommt, ohne dass Anwälte sich auf seine Spur begeben, dann ist er der größte Glückspilz am Aktienmarkt. :laugh:


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