West Vancouver lawyer wrecks his career in stock scheme
Andrew Gordon Walker, who misappropriated money from PanTerra Resources Corp., has resigned as a lawyer and now faces disciplinary action by the B.C. Securities Commission
By David Baines, Vancouver SunJanuary 17, 2009
A West Vancouver lawyer's career is in tatters after he admitted misappropriating money from PanTerra Resources Corp., a Calgary-based junior company that trades on the TSX Venture Exchange.
In November, Andrew Gordon Walker, a sole practitioner who specialized in securities law, admitted his sins to the Law Society of B.C., resigned as a lawyer, and agreed not to apply for reinstatement for 10 years.
Now he and two former PanTerra co-directors, Dale Paulson of Surrey and Giuliano Tamburrino of Edmonton, are facing disciplinary action by the B.C. Securities Commission in the same matter.
For Walker, it's a homecoming of sorts. From June to December 1988, he worked as a securities lawyer at the commission.
The commission alleges that in February 2005, PanTerra transferred $86,380 from its bank account to the trust account of Walker's law firm, then Walker -- in concert with Paulsen and Tamburrino -- used the money to buy 614,470 shares from two PanTerra shareholders, and kept the shares for themselves.
The commission also alleges PanTerra paid a $50,000 finder's fee to a company owned by an associate of Tamburrino, purportedly for finding a property in Alberta. However, the associate was never involved in the transaction, and the three men were aware he wasn't involved when they consented to the payment.
The commission alleges the finder's fee was initially paid in shares to the associate. But the following year, Walker, in concert with Paulsen and Tamburrino, caused the shares to be sold and kept the proceeds.
Meanwhile, the commission says, PanTerra filed documents with the commission falsely representing that it had spent $136,455 on the Alberta property and the finder's fee.
Walker has already admitted his role in the scheme to the law society and taken his lumps. So it does not seem likely he will contest the commission's allegations. No word on whether Paulsen and Tamburrino will fight the charges.
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The B.C. Securities Commission's crackdown on fly-by-night stock deals that Vancouver promoters float on the dreadful OTC Bulletin Board in the United States appears to be working, judging by the declining number of B.C.-based companies that have filed registration statements with the U.S. Securities and Exchange Commission.
Last September, the commission imposed new rules that make any company, regardless of where they are registered or trade, reporting issuers in B.C. as long as they have a substantive connection here. This makes them subject to the same disclosure rules as all other B.C. public companies and, by extension, places them squarely under the purview of the B.C. commission.
Other provinces have not enacted similar rules, simply because the proliferation of bulletin board companies has been pretty well confined to B.C. This has created a regulatory vacuum which, it now appears, is being exploited.
Last month, two Toronto-based companies, York Resources Inc. and Bearing Mineral Exploration Inc., filed registration statements with the SEC as a prelude to going public on the bulletin board. Both had all the hallmarks of the deals that caused Vancouver so much reputational damage.
The registration statements show York acquired a claim in Nevada for just $3,500, and Bearing acquired a claim in Newfoundland for a mere $508. Both companies were able to find compliant geologists who were willing to say the claims were worth exploring.
Each company has presidents who know nothing about exploration. York's president is Kelvin Campbell, a 50-year-old salesman in Toronto. Bearing's president is 59-year-old Gerhard Schlombs, who runs a renovation company called Dick's Home Improvements in Toronto. These men suddenly want to drill for gold?
Each company has assets of less than $40,000 cash, nearly all of it cash raised by selling shares to close friends and family at fractions of a cent. That's not nearly enough to conduct meaningful exploration programs.
Bearing's filing solicitor is Conrad Lysiak of Spokane, Wash., and York's is Joseph Emas of Miami Beach, Fla. Each have been filing solicitors for dozens of fly-by-night, B.C-based bulletin board companies. Bearing's auditors, Malone & Bailey, and York's auditors, LLB & Associates -- both located in Houston, Tex. -- have also been associated with many dubious bulletin board issuers. In most cases, these companies present themselves as earnest explorers, then quickly morph into something else.
What typically happens is that after these companies get cleared for trading, the people behind the scenes who are really running the show quietly gather up all the seed shares.
They end up with a tight, easily controlled shell company that they can either sell to another promoter, or use for their own stock promotion.
It's a recipe for grief. The Ontario Securities Commission should keep a close eye on these deals.
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