BCSC reaches settlement with Gagan Deep Bachra and others in illegal sale of shares

THE British Columbia Securities Commission (BCSC) has reached settlement agreements with three B.C. men and one man from Alberta who were involved in companies that were illegally selling shares.

Chung-Shen “Johnson” KaoGagan Deep BachraChi Kay“Dixon” Wong and Meng Cher “Phillip” Tsai were nominee directors of three companies that raised a total of $19.6 million between 2016 and 2017:

  • FS Financial Services (Alberta) Inc., of which Kao was a director, raised $12.6 million from 72 investors in B.C. 
  • Verico FS Capital Inc., of which Bachra was a director, raised $5.38 million from 35 investors 
  • FS Financial Systems Inc., of which Wong and Tsai were directors, raised $1.62 million from 15 investors  

All of the money was raised without a prospectus, a formal document that explains the details of an investment and the risks involved. None of the investors qualified for an exemption from the prospectus requirements under the Securities Act.

Kao, an Alberta resident, admitted that by acting as a nominee director he engaged in conduct abusive to the capital market. The other three admitted to allowing an illegal distribution of securities.

As part of the settlement, Wong has agreed to pay $15,000, and Tsai and Bachra have agreed to each pay $7,500, to the BCSC. All four men are required to take a course on the duties and responsibilities of corporate officers and directors.

Wong, Bachra and Tsai are prohibited for two years and Kao is prohibited for one year from:

  • trading in or purchasing securities or exchange contracts (with some limited exceptions) 
  • relying on any exemption under the Securities Act
  • being a director or officer of any issuer or registrant 
  • being or acting as a registrant or promoter 
  • acting in a management or consultative capacity in connection with the securities market
  • and engaging in investor relations activities

None of the men have any history of securities misconduct and all of them invested their own funds into their respective companies.