IOU Central: Press Releases and Decisions from the QC Regulators
Not of any news to anyone on this site, but IOU is under "limited functionality" as they like to say. The Toronto Star has some coverage in their article "Loan Auction Site Closes 'Temporarily'" Thanks to user "North4st" for the Link.
I seem to be getting some hits on this article from people searching for names. No one here is charged with any crimes. No one is guilty of anything at all at this point. Many of the people mentioned are merely employees of the company, and no one tried to in any way hurt/steal/rob/etc any one at all at any point in IOU Central's history.
As another user has posted anonymously, the English Press Release regarding the decision from Quebec's Securities regulator, the AMF (similar to Ontario's OSC, or the US Government's SEC), is available from:
http://www.lautorite.qc.ca/pdf/com3mars2008-ioucentral-ang.pdf
I have also found the actual decision results (ie, more detail and such) from the "Bureau de décision et de révision en valeurs mobilières" of Quebec, which roughly translates to "Bureau of decision and overhaul securities".
They are "an administrative tribunal specialized in securities. It is responsible for rendering decisions with respect to proceedings under the Securities Act and the Act respecting the Autorité des marchés financiers, at the request of ..." the AMF or any interested person. So, I guess they do interpretations and disciplinary stuff.
That decision is available in French only it seems from their English site no less:
IN SECURITIES
PROVINCE OF QUEBEC
MONTREAL
FEATURE No: 2008-008
DECISION No: 2008-008-001
DATE: February 27, 2008
IN THE PRESENCE OF: Mr. ALAIN GÉLINAS
MARKET AUTHORITY
FINANCIAL, 800 Victoria Square, 22nd
Floor, Montreal (Quebec) H4Z 1G3
PLAINTIFF
C.
CENTRAL INC. IOU., 1 Place Ville -
Marie, Suite 1812, Montreal (Quebec)
H3B 4A9
And
PHILIPPE MARLEAU, 4079, rue de
Bullion, Montreal (Quebec) H2W 2E6
And
ROBERT BIALEK, 1 Place Ville Marie,
Suite 1812, Montreal (Quebec)
H3B 4A9
And
ARKADIUSZ HAJDUK, 1 Place Ville -
Marie, Suite 1812, Montreal (Quebec)
H3B 4A9
2008-008-001 PAGE: 2
And
MAYCO QUIROZ, 1 Place Ville Marie,
Suite 1812, Montreal (Quebec)
H3B 4A9
And
SAM BENDAVID, 1 Place Ville Marie,
Suite 1812, Montreal (Quebec)
H3B 4A9
And
ALEX VEKSELMAN, 1 Place Ville -
Marie, Suite 1812, Montreal (Quebec)
H3B 4A9
And
YARITH CHHIV, 1 Place Ville Marie,
Suite 1812, Montreal (Quebec)
H3B 4A9
And
ANDRE GAUTHIER, 1 Place Ville -
Marie, Suite 1812, Montreal (Quebec)
H3B 4A9
And
MAZEN HADDAD, 1 Place Ville Marie,
Suite 1812, Montreal (Quebec)
H3B 4A9
INTIMÉS
PROHIBITION ORDER OF OPERATION ON VALUES
[Arts. 265 and 323.7, Securities Act (RSQ, c.. V-1.1) &
Art. 93 (6 °), Law on the AMF (RSQ, c..
A-33.2)]
2008-008-001 PAGE: 3
Mr. Saint-Denis France
Attorney of the AMF
Hearing date: February 25, 2008
2008-008-001 PAGE: 4
DECISION
On February 25, 2008, the AMF (hereinafter the "Authority")
Before the Bureau decision and overhaul securities (hereinafter
"Bureau") of an application in order to make a prohibition order
Operating on values, under Article 265 of the Securities Act
Mobilières1 as well as article 93 (6 °) of the Act Authority markets
Financiers2.
The reference was made under section 323.7 of the Securities Act
Mobilières3 under which it is permissible for the Office to make a decision
Adversely affecting the rights of a person without a prior hearing,
When a compelling reason requires.
It should be noted that in this regard, the Authority has filed his application with the required affidavit
By Article 19 of the Regulations on procedures of the Bureau de décision
And overhaul securities mobilières4, under which a claim based on
Compelling reasons must be accompanied by a statement under oath -
Written in support of the facts of the application and compelling reasons.
Some copies of the application of the Authority and the under-statement
Oath shall be annexed to this decision.
THE FACTS OF THE APPLICATION
The facts of the application of the Authority are:
The evidence presented in support of the application shows that Quebec society
IOU Central inc. Through its website, which can be viewed at the address
Www.ioucentral.ca, the activities of "loans person to person"
( "Person-to-person loans") in Canada. The website of the company IOU
Central is an online marketplace where members of the public can borrow
Other members of the public who act as investors lenders. The
Investing public is invited to invest in choosing on the Internet at what
Person it will provide money. These activities contravene the Act
Mobilières5 values as will be more fully explained below.
1. L.R.Q., C. V-1.1.
2. L.R.Q., C. A-33.2.
3. Supra, note 1.
4. (2004) 136 G.O. II, 4695.
5. Supra, note 1.
2008-008-001 PAGE: 5
THE PARTIES
The company IOU Central inc. And its shareholders
1. The company IOU Central inc. (Hereinafter "IOU") is a corporation incorporated on
August 10, 2006 under the Corporations Act actions6, all as
Appears from the survey of the Enterprise Registrar of IOU.
2. It is also noted the Registrar of companies:
A. The company is registered in Quebec since Aug. 22, 2006.
B. This company is domiciled in Quebec.
C. Its economic activities are "Financial Services".
D. The corporation capital Marleau inc. Is the sole shareholder.
E. Philippe Marleau is president and secretary.
3. The corporation capital Marleau as its first shareholder Charles
Marleau, as a second shareholder Philippe Marleau and
Third shareholder society Benevest inc. The company
As sole shareholder Hubert R. Marleau, all as appears statement
Registrar of companies Capital Corporation Marleau inc. And
Statement of the Enterprise Registrar of society Benevest inc.
4. IOU is registered in any capacity with the AMF
And it has never filed a prospectus or application for exemption,
All as more fully shown at the hearing.
5. IOU neither has no authorization from the AMF
To do business markets under Regulation 21-101 on the
Marché7 functioning of the whole as further demonstration at
Of the hearing.
6. IOU with a licensed money lender under the Act
Consommateur8 protection, all as appears profile
Trader IOU excerpt from the site of the Office for the Protection of
Consumer February 19, 2008.
The officers and directors of IOU
7. According to the website of IOU, which can be viewed at the address
Www.ioucentral.ca, (the "Web site"), officers and directors of
This company are as follows:
6. L.R.C. C. (1985) 44.
7. 2001-08-31, Vol. XXXII, No. 35, BCVMQ, as amended.
8. L.R.Q., C. P-40.1
2008-008-001 PAGE: 6
-- Executives:
Philippe Marleau, CFA, CEO & President
Robert Bialek, PhD, VP Technology
Arkadiusz Hajduk, Product Manager
Mayco Quiroz, CMA, VP Finance
Saturday Bendavid, CFA, VP Business Development
Alex Vekselman, Senior Software Developer
Yarith Chhiv, QA Manager
-- Board of Directors:
Philippe Marleau, CFA, CEO & President, Central IOU
Andre Gauthier, President, Andre Gauthier Holding
Mazen Haddad, President, Capital Township
8. The leaders and members of the board are not
Registered as investment advisers, brokers or
Representatives to the AMF, except Philippe
Marleau, which is registered as an advisor representative of a full
Exercise, all as appears excerpts from the site of the Database
National Registration ( "NRD").
9. The leaders and members of the board of directors have filed
No application or request for exemption, the whole as more
Amply demonstrated at the hearing.
THE FACTS
10. On February 13, 2008, the pre-investigation of the Authority markets
Financial receives an e-mail dated February 12, 2008 by Michael Bennett,
Lawyer at the Securities Commission of Ontario, denouncing
Activities of the website IOU, all as appears that email.
11. On February 20, 2008, the pre-investigation of the Authority markets
Financial receives the complaint dated February 15, 2008 which referred
Michael Bennett in the email above, all as appears
Of the complaint.
12. On February 22, 2008, the investigator received the written permission of
Submit the complaint in any legal procedure, all
As appears in the e-mail of the lawyer of the complainant.
2008-008-001 PAGE: 7
The website IOU
13. The first page of the website made the following announcement:
"Person-to-person loans finally come to Canada"
14. IOU is presented as follows:
"IOU Central is an online exchange that matches people who want to
Borrow money with people who want to lend money in a safe and secure
Environment. "
15. "Start investing" or "Invest:" can be read on the front page of the site
Internet.
16. The general operation is explained in the following manner:
"A borrower posts his / her loan request / application listings on the loan board.
The loan request includes his / her credit information, the amount he / she
Wishes to borrow, the term of the loan, and the maximum rate he / she is
Willing to pay. Lenders then bid on the loan by stating the amount they are
Willing to lend and the rate they are willing to accept. When the listing ends,
The bids with the lowest rates are combined together into a single loan and
IOU Central securely transfers money from all of the lenders into accounts
The borrower's account. Every month, IOU Central withdraws funds from the
Borrower's account and deposits them into the accounts of the lenders until
The loan is fully repaid. "
17. IOU offers no financial guarantee ( "IOU do not have any collateral").
18. In a video shown on the first page of the website IOU,
The president Philippe Marleau explains how a person can
"Becoming its own banker, diversify its portfolio
Investment and achieve good returns "(translation), all such
It appears the copy of this video.
Members
19. On the site, it is stated that one must be a member to borrow or
Lend.
20. There is no cost to be a member and the only requirements
For membership are as follows:
A. Being a Canadian resident
B. Being 18 years or more
C. Having a bank account
D. Have a Social Insurance Number
2008-008-001 PAGE 8
E. Have a credit rating (for the borrower)
21. To become a member, you must first register on the website following the
Following procedure:
"The registration process includes a few steps where you tell us a little
About yourself so that we can confirm your identity and you retrieve credit
Score. The first step of the registration process entails setting up your
Account and takes less than a minute to complete. Once your account is
Setup you will need to confirm your email address, enter and verify your
Bank account information, and confirm your mailing address in order to
Complete the registration process and be fully registered. Only once you are
Fully registered, you will be able to borrow and lend money. "
22. Members remain anonymous because they use a pseudonym. Only
Including certain information regarding their credit proved.
23. Members can be both lenders and borrowers.
Borrowings
24. Regarding loans, we can read including information
:
"Borrowing How Does Work?
To post a loan request, click on the sub-menu tab "Borrow" under the main -
Menu tab "Borrow" once you have signed-in. You will then be asked to
Complete a loan request. Your loan request will include the amount you wish
To borrow, the maximum interest rate you are willing to pay, the term of the
Loan, and the minimum amount you are willing to accept. Next, you will need
Central IOU to give permission to retrieve your credit report which includes
TransRisk your score (credit score as defined by the Trans Union credit
Office). Your credit score will be used to derive your credit IOU Central
Rating. Depending on your IOU Central credit rating, you will need to provide
Supplemental information (such as your income and housing expenses) in
IOU order for Central to derive your debt payments to income ratio and
Housing expenses to income ratio. Once IOU Central retrieves your credit
Score and you have provided any additional information required, IOU
Central will then ask you to personalize your loan request (ie provide
Additional information on why you need the loan, your current finances, and
How you intend to pay it back). Lastly, you will be able to review and post
Your loan request to the loan board listings. IOU Central will list your request
Listings on the loan board for two weeks. This should leave sufficient time for
Lenders to bid on your loan. At the end of the listing, Central will send IOU
You an email to let you know if your loan has been fully or partially funded. If
The loan is fully funded or the partial funding amount exceeds the minimum
Amount you requested your loan will close successfully. If the partial funding
Amount is less than the minimum amount you requested your loan will not
Close but you will be able to relist. To withdraw the funds out of your IOU
Central account click on the "Withdraw Funds" link under the sub-menu tab
2008-008-001 PAGE: 9
"Transfer Funds" under the main menu tab "My Account". For Security
Reasons, when you withdraw the funds from Central IOU your account, you
Will have to enter the personal identification number (PIN) that was sent to
You via regular mail when you first registered with IOU Central.
25. The only type of loan which may be requested by borrowers are
Unsecured loans payable in ( "unsecured installment
Loans "), whose term can vary from 1 to 36 months.
26. Regarding the amount which may be borrowed, the site specifies that:
"The aggregate amount of your loan request and the principal amount owing
Under of all your outstanding loans can not exceed C $ 25000.00. The
Minimum amount of your loan request must be CAN $ 1000.00. "
27. As to the frequency or number of loans, it is stated that:
"Can I Post Several Loan Requests?
No. You can only post one loan request at a time. However, once you Loan
Request is closed, you can post a new loan request.
Can I Have More Than One Outstanding Loan at a Time?
Yes. You can have several loans outstanding at a time but the aggregate
Amount of your loan request and the principal amount owing under all of
Your outstanding loans can not exceed C $ 25000.00. "
28. Fees, ranging from 1% to 3% of the loan depending on the credit rating
The borrower, are charged to the borrower when the loan is concluded
( "Closing fees").
29. Other fees can be charged to the borrower if funds
Enough in his bank account or refund if overdue.
Loans
30. Regarding loans, we read you including information
:
"How Does Lending Work?
To lend money, click on the sub-menu tab "Lend" under the main menu tab
"Lend" once you have signed-in. You will then be presented with a loan
Board listings. As a lender, you can browse the listings and loan bid on a
Specific loan by stating the amount you are willing to lend and the rate you
Are willing to accept. Once you review and confirm your bid, Central will IOU
Place your bid on the specific loan request. When the loan request listing
Ends, the bids with the lowest rates are combined together into a single
Loan. If your bid is part of the winning bids IOU Central securely transfers
The money from your Central IOU into account the borrower's Central IOU
Account. Subsequently, every month IOU Central withdraws funds from the
2008-008-001 PAGE 10
Borrower's bank account and deposits them into your account IOU Central
Until the loan is repaid. Remember, it's a good idea to lend your money to
Several people as this can significantly reduce your risk and allow you to
Earn a much more reliable return. You can easily do this by browsing the
Loan listings and adding several bids on different loan requests to your
Bidding basketball and then placing all of your bids at once. "(Emphasis
Is added.)
31. Before being loaned, the lender's money is deposited in the account of IOU.
The deposit of money is explained as follows:
"How Do I IOU Central Fund My Account?
You can start transferring funds from your bank account into your IOU
Central account once you have completed the registration process and are
Therefore considered fully registered. The registration process is only
Complete once you have confirmed your email address as well as entered
And verified your bank account information. You can deposit funds into your
Central IOU account by clicking on the "Deposit Funds" link under the sub -
Menu tab "Transfer Funds" under the main menu tab "My Account".
How Long Does It Take to My Account Fund?
Transferring funds from your bank account into your account IOU Central
Generally takes three to four business days. Transactions received before
Midnight EST will be processed the next business day. Mean Business Days
Banking business days and accordingly exclude weekends and bank
Holidays.
Do I Earn Interest on Deposits My?
Yes. You earn interest on your deposits at the bank prime rate of minus 2.5
Percent. "
32. Also, once a lender has repaid the loan in full at IOU, money
Is deposited in the account that the lender has to IOU. Several
Choices when the lender:
"IOU Central is responsible for all money transfers. Every month, IOU
Central automatically withdraws funds from the borrower's bank account
And deposits them into the lender's Central IOU account until the loan is
Repaid. Once the funds are in your IOU Central account, you can reinvest
The funds in other loans, leave your funds in your account which Central IOU
Bank will earn you 2.5 percent less premium, or withdraw the funds out of your
Central IOU account by clicking on the "Withdraw Funds" link under the sub -
Menu tab "Transfer Funds" under the main menu tab "My Account". For
Security reasons, when you withdraw the funds from your IOU Central
Account, you will have to enter the personal identification number (PIN) that
Was sent to you via regular mail. "
33. The amount that may be loaned by a person on the site is determined
As follows:
2008-008-001 PAGE 11
"The aggregate amount of your bids (including amounts that are owed to
You are currently outstanding loans) can not exceed CAN $ 5.0 million for
CAN individuals and $ 50.0 million for corporations, partnerships,
Unincorporated associations or other entities. The minimum amount for any
Bid is $ 25.00 CAN. "(Emphasis added.)
34. To choose what borrower to lend it money, the lender
Evaluates the credit quality of the borrower by information
Appearing on the website (credit rating, owner of a house,
Etc.).
35. In case of non-payment, which IOU taken steps to recover
Money owed, rather than the lender, but some costs will be required
Lender if the money is recovered.
36. In case of closure of IOU, here is what was stated:
"If IOU Central goes out of business, no more loan requests would be
Posted. All existing loan requests would run their course. All outstanding
Loans would be serviced to completion by a third party loan servicing agent. "
37. The site does not specify who is the third party loan servicing agent ".
38. The lender must pay certain service charges which are explained as
Follows:
"The servicing fee is the fee that is deducted from your monthly loan
Repayments and paid to Central IOU for servicing the loan on your behalf.
The servicing fee is based on the remaining principal balance owed to you
And is charged at an annual rate of 0.5%. So for example, if you made a 1
Year, $ 5000 loan to a borrower at an interest rate of 10%, you would be
Servicing charged a fee of $ 13.53. "
39. The lender is invited to review the credit ratings and financial ratios
To "take a good investment decision."
40. For the lender, the notion of investment is not pervasive
Only in the excerpt from the website presented earlier but
Particularly in the following excerpts:
"How Can I Diversify My Risk?
You can diversify your risk by placing bids on several different loan
Requests. For example, if you have $ 5000 to lend it could be divided into
100 different $ 50 loans. "
2008-008-001 PAGE 12
"Do I Have to Pay Taxes on the I Earn Money?
Similar to other interest-bearing investments, the interest you earn from
Lending money on IOU Central is taxable and will have be declared. "
"You Can Be Your Own Banker
It's no longer just your local bank that can earn interest on your money. IOU
Central now offers you the ability to be your own banker and lend out your
Own money to whoever you want.
You Can Earn High Returns on Your Money
By taking on some incremental risk, you can earn a better return than you
Otherwise would in a savings account. Depending on your risk tolerance,
You can earn anywhere between 5% and 25% on your money.
You Can Diversify Your Investment Portfolio
Because personal loans can be viewed as a separate asset class, they can
Help you diversify your investment portfolio.
You can Easily Track Your Investments
IOU Central provides you with financial charts and statistics to help you
Track your investments and make good lending decisions. "
"Here are Some Tools to Help You Make Good Investment Decisions
In making investment decisions, lenders typically draw on two types of
Financial information: Credit Scores and Financial Ratios. While there are no
Guarantees of how an individual borrower will behave, the credit score of a
Borrower helps lenders determine the likelihood that a certain individual will
Repay his / her loan. The financial ratios of a borrower such as Debt / Income
And Housing Expenses / Income describe the financial health of an individual
And are usually good indicators of the ability of a borrower to repay his / her
Loan.
In order to diversify and reduce one's exposure to the possibility of a
Borrower defaulting on his / her loan, lenders are encouraged to lend small
Amounts to many different borrowers (up to 30 different borrowers). For
Example, if a lender has $ 6,000 available to invest, the lender may choose
To invest $ 200 with 30 different borrowers. "
The contracts
41. The site also shows the three (3) model contracts that borrowers or
Lenders must meet. This is called the "Sample" Promissory Note,
"Borrower Agreement" and "Lender Agreement."
• Sample Promissory Note
42. The ticket is signed between IOU and the borrower but only is the ticket
Assigned to a lender.
2008-008-001 PAGE 13
43. This note sets out the obligations of the borrower in connection with the money he
Borrows (monthly payment, terms of payment, terms
Non-payment).
• Borrower Agreement
44. The agreement with the borrower is reached between IOU and the borrower
Only.
45. The contract explains how the borrowing of money works.
• Lender agreement
46. The agreement with the lender is concluded between IOU and the lender only.
47. The contract says this:
"Purchase of the loan
Although you are referred to as the "Lender", you are not lending money
Directly to borrowers but are instead purchasing a loan or several Loans
Which you have selected and committed to fund but which are extended by
CENTRAL IOU to the borrower or borrowers.
Immediately upon extending of a Loan by CENTRAL IOU to a borrower,
CENTRAL IOU to you assigns its rights and obligations in the Loan to the
Extent the amount of the Loan is funded by your successful Bid.
Concurrently, you agree to purchase from your IOU CENTRAL
Proportionate share of any and all of IOU CENTRAL's rights and obligations
In such Loan. The Promissory Note executed by the borrower in the
Amount of the Loan funded by you shall be assigned to you by IOU
CENTRAL. "
In support of its application, the Authority has submitted the following arguments:
A. Considering the foregoing, IOU, Philippe Marleau and the other leaders
Help issuers borrowers to carry out placement of a shape
Investment subject to the application of the Securities Act
Mobilières9, under Article 1 of this Act, without a prospectus
Covered by the Authority, namely finding a securities borrowing of money
Lenders with investors.
B. IOU makes the placement of a form of investment subject to
The application of the Securities Act mobilières10, under Article 1 of
This law, without having a Prospectus approved by the Authority, namely rights
In the securities finding a loan money to investors
Lenders.
9. Supra, note 1.
10. Ibid.
2008-008-001 PAGE 14
C. IOU, Philippe Marleau and other leaders exercise acts as a broker
Investment from investors, contrary to section 148 of the
Act mobilières11 values.
D. For services provided on the website, made IOU activities
Markets under Regulation 21-101 on the functioning of marché12,
Detain without authorisation.
E. Philippe Marleau and the other leaders to help IOU activities
Markets under Regulation 21-101 Marketplace Operation 13
Detain without authorisation.
F. The Authority calls for the protection of investors and in the interest
Public that the Bureau decision and overhaul securities
Declared bans requested in the conclusions of its
Request.
G. Given that the activities described above continue, it is
Imperative in the public interest and for the protection of investors that the
Bureau decision and overhaul securities declare its
Decision without prior hearing, in accordance with Article 323.7 of the Act
Mobilières14 on values.
H. It is feared that any additional delay would allow the company IOU
Central inc. Philippe Marleau and other leaders to continue their
Illegal activities to the detriment of investors, to whom they offer via the
Internet site a form of investment subject to the Law Enforcement
Mobilières15 on values.
HEARING
An ex parte hearing was held at the headquarters of the Office on February 25, 2008. In
Course of this hearing, the prosecutor of the Authority did hear a witness or
An investigator from the AMF. He confirmed the correctness
Facts at the request of the Authority and deposited into evidence of
Many of the pieces making allegations of the Authority. Finally, he
Testified to the effect that 21 applications for loans remained listed on the site
Internet which is referred to throughout the Authority's request and that
He was active at the date of the hearing.
11. Ibid.
12. See note 7.
13. Ibid.
14. Supra, note 1.
15. Ibid.
2008-008-001 PAGE 15
ANALYSIS
Article 265 of the Securities Act mobilières16 provides that the Board may
Prohibit a person any activity in order to carry out an operation on
Values. One of the goals of a prohibition order is to protect
Investors. The Board wishes to reiterate that the securities market is
Based on investor confidence vis-à-vis the securities laws
Dealers, exchanges, firms and regulatory bodies or
Self.
The first line of defence in financial markets based on a paper
And adequate information on jurisdiction, solvency and integrity
Professional acting with investors. The Bureau would like to remind the
Following passage of the decision he made in the dossier Georges
Métivier17, on the importance of professional coaching
Efficient markets and the protection of investors and to understand
Purpose of the securities laws:
"The securities market is based on
Investor confidence towards scholarships, firms
And regulatory agencies or
Self. The first line of defence
But financial markets depends on the integrity of
Professional acting with investors.
The Honourable Mr. Justice Iacobucci of the Supreme Court reminded
Thus, in the judgement Pezim v. British Columbia
(Superintendent of Brokers) 75, the importance of
Supervision of persons enrolled in the
Regulatory structure of the securities industry
Canada:
"As I mentioned earlier, the laws on
Securities are designed primarily to protect
The investing public. In its judgement (Brosseau),
This Court has recognized the importance of this
Goal when proceed
Decisions made by commissions
Securities; Judge L'Heureux-Dube,
Speaking for the Court, stated at p.
314:
Broadly speaking, we can say that
Securities laws aimed at
Regulate the market and protect the public.
This Court has recognized this role in stopping
Gregory & Co. V. Quebec Securities
16. Supra, note 1.
17. Georges C. Métivier Canadian Association of stockbrokers, March 4
2005, Vol. 2, No. 9, BAMF - General Information section, 76 pages.
008-008-001 PAGE 16
Commission [1961] R.C.S. 584, in which
Fauteux judge pointed out at p. 588:
[Sic] The purpose of the law preponderant
Is to ensure that persons who, in the
Province, in the exercise of the securities trade
Securities or acting as advisers
Investment, are honest and good
Reputation, and thus to protect the public,
The province or elsewhere, against any fraud
Consecutive certain activities initiated
In the province by people who
Exercising this trade.
This protective role, which is common to all
Securities commissions, gives
These organizations a special character that needs
Be acknowledged when considering the way
Their functions are carried out under
Laws that apply to them. "18
Market stability also requires a framework of adequate
Agencies engaged in scholarship.
The court was particularly concerned about the allegations and the following facts:
• IOU is registered in any capacity with the AMF
And it has never filed a prospectus or apply for a waiver;
• IOU neither has no authorization from the AMF
To do business markets under Regulation 21-101 on the
Operation of marché19;
• The leaders and members of the board are not
Registered as investment advisers, brokers or
Representatives to the AMF, except Philippe
Marleau, which is registered as an advisor representative of a full
Exercise;
• The leaders and members of the board of directors have filed
No application or request for exemption;
• The following website of IOU:
-- "The aggregate amount of your bids (including amounts that are owed to you
It currently outstanding loans) can not exceed CAN $ 5.0 million for individuals
And C $ 50.0 million for corporations, partnerships, unincorporated
18. Id 30-31.
19. See note 7.
2008-008-001 PAGE 17
Associations or other entities. The minimum amount for any bid is
CAN $ 25.00. "(Emphasis added.);
-- "You Can Be Your Own Banker
It's no longer just your local bank that can earn interest on your money.
IOU Central now offers you the ability to be your own banker and lend
Out your own money to whoever you want.
-- You Can Earn High Returns on Your Money
By taking on some incremental risk, you can earn a better return than you
Otherwise would in a savings account. Depending on your risk tolerance, you
Can earn anywhere between 5% and 25% on your money.
• The allegation qu'IOU, Philippe Marleau and the other leaders help
Issuers borrowers to proceed with the placement of a shape
Investment subject to the application of the Securities Act
Mobilières20, under Article 1 of this Act, without a prospectus
Covered by the Authority, namely finding a securities borrowing of money
Lenders with investors;
• The allegation qu'IOU makes the placement of a form of investment
Subject to the application of the Securities Act mobilières21, under
Article 1 of this law, without having a Prospectus approved by the Authority, namely
Human Rights in establishing a securities borrowing of money from
Investors lenders;
• The allegation qu'IOU, Philippe Marleau and other leaders exercise
The business of dealing in securities from investors, in contravention of
Article 148 of the Securities Act mobilières22;
• The allegation that the services offered on the website, made IOU
Pursuing activities provided for in Regulation 21-101 on the functioning
The marché23, detain without authorisation;
• The allegation that Philippe Marleau and the other leaders to help IOU
Pursuing activities under Regulation 21-101 on the
Operation of the market without holding 24 of authorization; and
• The allegation that it is feared that any additional delay would allow the
IOU company Central inc. Philippe Marleau and the other leaders
Continue their illegal activities at the expense of savers, to whom they
20. Supra, note 1.
21. Ibid.
22. Ibid.
23. See note 7.
24. Ibid.
2008-008-001 PAGE 18
Offer via the website as a form of investment subject to
The application of the Securities Act mobilières25.
DECISION
The Office for review and decision Securities took note
The demand for the AMF, the testimony of
The investigator of this organization, the evidence presented during the hearing and
His attorney's arguments, all as agreed during the hearing on 25
February 2008 before this court. That led him to ban Operation
Next on values, all under paragraph 6 of section 93 of the Act
Authority financiers26 markets and sections 265 and 323.7 of the Act
Securities Québec27:
• It prohibits the company IOU Central inc. Any activity directly,
Or indirectly via the Internet to carry out any operation on
Values on all forms of investment covered by the Act
Mobilières28 values, including any activity broker, as
As defined in Article 5 of the said Act;
• It prohibits Philippe Marleau, as well as to all directors,
Officers, employees, agents and representatives of the company IOU
Central inc. Any activity in order to carry out an operation on values
On all forms of investment under the Securities Act
Mobilières29 for and on behalf of the company IOU Central inc. Including
Any activity of securities broker, as defined in Article 5 of
Above law;
The Office will inform all persons respondents called into question and that it will hold
Pro forma a hearing on March 6, 2008, at 14 h 00, in the courtroom Paul
Fortugno which is located at 500 Rene-Levesque Boulevard West, Suite 16.40,
Montreal, Quebec.
Please note that a party is entitled to be represented by one
Avocat30. The Bureau also informed respondents that legal persons and
Entities that do not have legal personality are required to be represented
By lawyer during a hearing before the Bureau31.
25. Ibid.
26. Supra, note 2.
27. Supra, note 1.
28. Ibid.
29. Ibid.
30. Regulations on procedures of the Bureau de décision et de revision en valeurs
Dealers, supra note 4, a. 31.
31. Ibid., A. 32.
2008-008-001 PAGE 19
This prohibition order operation on values enter into force
Immediately and will remain so until it is amended or repealed.
Done at Montreal, February 27, 2008
(S) Alain Gélinas
Alain Gelinas, interim president
COPY PASSED
(S) Claude St Pierre
Claude St Pierre, general secretary
Bureau de décision et de revision
Securities
PROVINCE OF QUEBEC
MONTREAL
FEATURE No. 2008 --
AUTHORITY OF FINANCIAL MARKETS
800 Victoria Square, 22nd Floor
Montreal (Quebec) H4Z 1G3
Applicant
C.
CENTRAL INC. IOU.
1-1812
Montreal (Quebec) H3B 4A9
And
PHILIPPE MARLEAU
4079, rue de Bullion
Montreal (Quebec) H2W 2E6
And
ROBERT BIALEK
1-1812
And
HAJDUK ARKADIUSZ
1-1812
Montreal (Quebec) H3B 4A9
And
MAYCO QUIROZ
1-1812
Montreal (Quebec) H3B 4A9
And
SAM BENDAVID
1-1812
Montreal (Quebec) H3B 4A9
And
ALEX VEKSELMAN
1-1812
Montreal (Quebec) H3B 4A9
And
YARITH CHHIV
Page 2 of 13
1-1812
Montreal (Quebec) H3B 4A9
And
ANDRE GAUTHIER
1-1812
Montreal (Quebec) H3B 4A9
And
MAZEN HADDAD
1-1812
Montreal (Quebec) H3B 4A9
Respondents
Request the AMF under Article 93 paragraph 6 of
Act the AMF, RSQ, c. A-33.2 and sections 265 and 323.7 of
The Securities Act, L.R.Q., c. V-1.1
The AMF (hereinafter "the Authority") submits to the Office of decision and
Reviewed securities as follows:
The evidence presented in support of this application prove that Quebec society
IOU Central inc. Through its website, which can be viewed at the address www.ioucentral.ca made
Activities "loans from person-to-person (" person-to-person loans ") in Canada. The
Website of the company is an IOU Central online marketplace where members of the public
May borrow to other members of the public who act as investors lenders.
The investing public is invited to invest in choosing on the website to which person it
Lend money. These activities are contrary to the Securities Act, RSQ, c.
V-1.1 ( "Securities Act"), as will be more fully explained below.
THE PARTIES
The company IOU Central inc. And its shareholders
1. The company IOU Central inc. ( "IOU") is a company incorporated on August 10, 2006 under
Of the Corporations Act by actions, all as appears statement of the Registrar of
IOU companies, filed in support of these under the symbol D-1.
2. It is also noted the Registrar of companies:
A. The company is registered in Quebec since Aug. 22, 2006.
B. This company is domiciled in Quebec.
C. Its economic activities are "Financial Services".
D. The corporation capital Marleau inc. Is the sole shareholder.
E. Philippe Marleau is president and secretary.
Page 3 of 13
3. The corporation capital Marleau as its first shareholder Charles Marleau, as
Second largest shareholder Philippe Marleau and as a third shareholder society
Benevest inc. The latter company as the sole shareholder Hubert R. Marleau, the All
As appears statement of the Registrar of companies in Capital Corporation
Marleau inc. And the statement of the Enterprise Registrar of society Benevest inc.,
Bundle filed in support of these under the symbol D-2.
4. IOU is registered in any capacity with the AMF and did
Never filed a prospectus or application for exemption, as it will be any more
Amply demonstrated at the hearing.
5. IOU neither has no authorization to the AMF to exercise
Pursuing activities under Regulation 21-101, as will be any more
Amply demonstrated at the hearing.
6. IOU with a licensed money lender under the Act on the Protection of
Consumer L.R.Q., C. P-40.1, all as appears profile trader IOU
Excerpt from the site of the Office of Consumer Protection on February 19, 2008, tabled in
Support of these under the symbol D-3.
The officers and directors of IOU
7. According to the website of IOU, which can be viewed at the address www.ioucentral.ca,
A printed copy is filed in support of these under the symbol D-4 (the
"Website"), officers and directors of this company are:
-- Leaders (Tab 4 of Exhibit D-4):
Philippe Marleau, CFA, CEO & President
Robert Bialek, PhD, VP Technology
Arkadiusz Hajduk, Product Manager
Mayco Quiroz, CMA, VP Finance
Saturday Bendavid, CFA, VP Business Development
Alex Vekselman, Senior Software Developer
Yarith Chhiv, QA Manager
-- Advisory Board (Tab 4 of Exhibit D-4):
Philippe Marleau, CFA, CEO & President, Central IOU
Andre Gauthier, President, Andre Gauthier Holding
Mazen Haddad, President, Capital Township
8. The leaders and members of the board are not registered as
Investment advisers, brokers or representatives with the Authority
Financial markets, except Philippe Marleau, which is registered as a representative of a
Councillor full-function, all as appears excerpts from the site of the Base
National Registration data ( "NRD") filed bundle under the symbol D-5.
9. The leaders and members of the board of directors have filed no application
Registered or apply for a waiver, all as more fully will be demonstrated at
Of the hearing.
Page 4 of 13
THE FACTS
10. On February 13, 2008, the pre-surveys the AMF receives
An e-mail dated February 12, 2008 by Michael Bennett, counsel to the Commission
Ontario Securities, denouncing the activities of the website IOU, all such
It appears that email filed in support of these under the symbol D-6.
11. On February 20, 2008, the pre-surveys the AMF receives
The complaint dated February 15, 2008 which referred Michael Bennett in the email -
Everything mentioned above as appears from the complaint filed in support of these
Under the symbol D-7.
12. On February 22, 2008, the investigator received written permission to communicate the said complaint
In any legal procedure, all as appears in the e-mail's advocate
Complainant filed in support of these under the symbol D-8.
INTERNET SITE IOU
13. The first page of the website made the following announcement:
"Person-to-person loans finally come to Canada! "
(Exhibit D-4, Tab 1, page 1)
14. IOU is presented as follows:
"IOU Central is an online exchange that matches people who want to borrow
Money with people who want to lend money in a safe and secure
Environment. "
(Exhibit D-4, Tab 2, page 1)
15. "Start investing" or "Invest:" can be read on the front page of the website. (Exhibit
D-4, Tab 1, pages 1 and 5)
16. The general operation is explained in the following manner:
"A borrower posts his / her loan request / application listings on the loan board.
The loan request includes his / her credit information, the amount he / she
Wishes to borrow, the term of the loan, and the maximum rate he / she is willing
To pay. Lenders then bid on the loan by stating the amount they are willing to
Lend and the rate they are willing to accept. When the listing ends, the bids
With the lowest rates are combined together into a single loan and Central IOU
Securely transfers money from lenders all of the accounts into the borrower's
Account. Every month, IOU Central withdraws funds from the borrower's
Account and deposits them into the accounts of the lenders until the loan is
Fully repaid. "
(Exhibit D-4, Tab 2, page 2)
17. IOU offers no financial guarantee ( "IOU do not have any collateral"). (Exhibit D-4,
Tab 2, pages 4 and 9)
Page 5 of 13
18. In a video shown on the first page of the website IOU, the president
Philippe Marleau explains how a person can "become his own banker,
Diversify its investment portfolio and get good returns "(translation)
Everything as it appears from the copy of this video filed in support of these under the
D-9 rating.
Members
19. On the site, it is stated that one must be a member to borrow or lend. (Exhibit D-4,
Tab 10, page 5 and Tab 11, page 8)
20. There is no cost to be a member and the only requirements for membership
Are as follows:
A. Being a Canadian resident
B. Being 18 years or more
C. Having a bank account
D. Have a Social Insurance Number
E. Have a credit rating (for the borrower)
(Exhibit D-4, Tab 10, page 5, Tab 11, page 8, Tab 2, page2)
21. To become a member, you must first register on the website by following the procedure
:
"The registration process includes a few steps where you tell us a little about
Yourself so that we can confirm your identity and you retrieve credit score. The
First step of the registration process entails setting up your account and takes
Less than a minute to complete. Once your account is setup you will need to
Confirm your email address, enter and verify your bank account information,
And confirm your mailing address in order to complete the registration process
And be fully registered. Only once you are fully registered, will you be able to
Borrow and lend money. "
(Exhibit D-4, Tab 2, page2)
22. Members remain anonymous because they use a pseudonym. Only certain
Including information about their credit proved. (Exhibit D-4, Tab 2, pages
8 and 13)
23. Members can be both lenders and borrowers. (Exhibit D-4, Tab 2, page
13)
Borrowings
24. Regarding loans, we can read at least the following information:
"Borrowing How Does Work?
To post a loan request, click on the sub-menu tab "Borrow" under the main -
Menu tab "Borrow" once you have signed-in. You will then be asked to
Complete a loan request. Your loan request will include the amount you wish
To borrow, the maximum interest rate you are willing to pay, the term of the
Loan, and the minimum amount you are willing to accept. Next, you will need to
Page 6 of 13
Central IOU give permission to retrieve your credit report which includes your
TransRisk score (credit score as defined by the credit bureau Trans Union).
Your credit score will be used to derive your IOU Central credit rating.
Depending on your IOU Central credit rating, you will need to provide
Supplemental information (such as your income and housing expenses) in
IOU order for Central to derive your debt payments to income ratio and
Housing expenses to income ratio. Once IOU Central retrieves your credit
Score and you have provided any additional information required, Central IOU
Will then ask you to personalize your loan request (ie provide additional
Information on why you need the loan, your current finances, and how you
Intend to pay it back). Lastly, you will be able to review and post your loan
Request to the loan board listings. IOU Central will list your request on the loan
Listings board for two weeks. This should leave sufficient time for lenders to bid
On your loan. At the end of the listing, IOU Central will send you an email to let
You know if your loan has been fully or partially funded. If the loan is fully
Funded or the partial funding amount exceeds the minimum amount you
Requested your loan will close successfully. If the partial funding amount is less
Than the minimum amount you requested your loan will not close but you will
Be able to relist. To withdraw the funds out of your account click IOU Central
On the "Withdraw Funds" link under the sub-menu tab "Transfer Funds" under
The main-menu tab "My Account". For security reasons, when you withdraw
The funds from Central IOU your account, you will have to enter the personal
Identification number (PIN) that was sent to you via regular mail when you first
Registered with IOU Central.
(Exhibit D-4, Tab 2, page 4)
25. The only type of loan which may be requested by borrowers are not ready
Guaranteed payable in ( "unsecured installment loans"), whose term
Can vary from 1 to 36 months. (Exhibit D-4, Tab 2, pages 4 and 9)
26. Regarding the amount which may be borrowed, the site specifies that:
"The aggregate amount of your loan request and the principal amount owing
Under of all your outstanding loans can not exceed C $ 25000.00. The
Minimum amount of your loan request must be CAN $ 1000.00. "
(Exhibit D-4, Tab 2, page 5)
27. As to the frequency or number of loans, it is stated that:
"Can I Post Several Loan Requests?
No. You can only post one loan request at a time. However, once you Loan
Request is closed, you can post a new loan request.
Can I Have More Than One Outstanding Loan at a Time?
Yes. You can have several loans outstanding at a time but the aggregate
Amount of your loan request and the principal amount owing under all of your
Outstanding loans can not exceed $ 25,000.00 CAN. "
(Exhibit D-4, Tab 2, page 8)
Page 7 of 13
28. Fees, ranging from 1% to 3% of the loan depending on the creditworthiness of the borrower,
Are charged to the borrower when the loan is concluded. ( "Closing fees, room D-4, Tab
2, page 8)
29. Other fees can be charged to the borrower if there are insufficient funds in his
Bank account or refund if overdue. (Exhibit D-4, Tab 2, pages 8 and 9)
Loans
30. Regarding loans, we read you include the following information:
"How Does Lending Work?
To lend money, click on the sub-menu tab "Lend" under the main menu tab
"Lend" once you have signed-in. You will then be presented with a loan listings
Board. As a lender, you can browse the listings and loan bid on a specific loan
By stating the amount you are willing to lend and the rate you are willing to
Accept. Once you review and confirm your bid, Central IOU will place your bid
On the specific loan request. When the loan request listing ends, with the bids
The lowest rates are combined together into a single loan. If your bid is part of
The winning bids IOU Central securely transfers the money from your IOU
Central into account the borrower's account IOU Central. Subsequently, every
Central month IOU withdraws funds from the borrower's bank account and
Deposits them into your IOU Central account until the loan is repaid.
Remember, it's a good idea to lend your money to several people as this can
Significantly reduce your risk and allow you to earn a much more reliable
Return. You can easily do this by browsing the loan listings and adding several
Bids on different loan requests to your bidding basketball and then placing all of
Your bids at once. "(Emphasis added.)
(Exhibit D-4, Tab 2, page 9)
31. Before being loaned, the lender's money is deposited in the account of IOU. The filing
Money is explained as follows:
"How Do I IOU Central Fund My Account?
You can start transferring funds from your bank account into your IOU Central
Account once you have completed the registration process and are therefore
Considered fully registered. The registration process is only complete once you
Have confirmed your email address as well as entered and verified your bank
Account information. You can deposit funds into your account by Central IOU
Clicking on the "Deposit Funds" link under the sub-menu tab "Transfer Funds"
Under the main menu tab "My Account".
How Long Does It Take to My Account Fund?
Transferring funds from your bank account into your account IOU Central
Generally takes three to four business days. Transactions received before
Midnight EST will be processed the next business day. Mean Business Days
Banking business days and accordingly exclude weekends and bank holidays.
Do I Earn Interest on Deposits My?
Yes. You earn interest on your deposits at the bank prime rate of minus 2.5
Percent. "
Page 8 of 13
(Exhibit D-4, Tab 2, page 10)
32. Also, once a lender has repaid the loan in full at IOU, the money is deposited
In the account that the lender has to IOU. Several options then
Lender:
"IOU Central is responsible for all money transfers. Every month, Central IOU
Automatically withdraws funds from the borrower's bank account and deposits
Them into the lender's Central IOU account until the loan is repaid. Once the
Funds are Central IOU in your account, you can reinvest the funds in other
Loans, leave your funds in your IOU Central account which will earn you bank
Prime less 2.5 percent, or withdraw the funds out of your account IOU Central
By clicking on the "Withdraw Funds" link under the sub-menu tab "Transfer
Funds "under the main menu tab" My Account. "For security reasons, when
You withdraw the funds from Central IOU your account, you will have to enter
The personal identification number (PIN) that was sent to you via regular mail. "
(Exhibit D-4, Tab 2, pages 11 and 12)
33. The amount that may be loaned by a person on the site is determined as follows:
"The aggregate amount of your bids (including amounts that are owed to you
It currently outstanding loans) can not exceed CAN $ 5.0 million for individuals
And C $ 50.0 million for corporations, partnerships, unincorporated
Associations or other entities. The minimum amount for any bid is
CAN $ 25.00. "(Emphasis added.)
(Exhibit D-4, Tab 2, page 10)
34. To choose what borrower to lend it money, the lender evaluates the quality
Credit of the borrower by the information provided on the website (ratings
Credit, own a house, etc.).
(Exhibit D-4, Tab 2, pages 10 and 11)
35. In case of non-payment, which IOU taken steps to recover the sums
Dues, and not the lender, but some costs will be charged to the lender if the money is
Recovered. (Exhibit D-4, Tab 2, pages 12 to 14)
36. In case of closure of IOU, here is what was stated:
"If IOU Central goes out of business, no more loan requests would be posted.
All existing loan requests would run their course. All outstanding loans would
Be serviced to completion by a third party loan servicing agent. "
(Exhibit D-4, Tab 2, page 13)
37. The site does not specify who is the third party loan servicing agent ".
38. The lender must pay certain service charges which are explained as follows:
"The servicing fee is the fee that is deducted from your monthly loan
Repayments and paid to Central IOU for servicing the loan on your behalf. The
Servicing fee is based on the remaining principal balance owed to you and is
Charged at an annual rate of 0.5%. So for example, if you made a 1 year,
Page 9 of 13
$ 5000 loan to a borrower at an interest rate of 10%, you would be charged a
Servicing fee of $ 13.53. "
(Exhibit D-4, Tab 2, page 14 and tab 11, page 11)
39. The lender is invited to review the credit ratings and financial ratios to "take
A good investment decision. " (Exhibit D-4, Tab 11, pages 13 to 17)
40. For the lender, the notion of investment is pervasive not only in the
Excerpts from the website previously submitted but especially in the excerpts
:
"How Can I Diversify My Risk?
You can diversify your risk by placing bids on several different loan requests.
For example, if you have $ 5000 to lend it could be divided into 100 different
$ 50 loans. "
(Exhibit D-4, Tab 2, page 11)
"Do I Have to Pay Taxes on the I Earn Money?
Similar to other interest-bearing investments, the interest you earn from
Lending money on IOU Central is taxable and will have be declared. "
(Exhibit D-4, Tab 2, page 13)
"You Can Be Your Own Banker
It's no longer just your local bank that can earn interest on your money. IOU
Central now offers you the ability to be your own banker and lend out your
Own money to whoever you want.
You Can Earn High Returns on Your Money
By taking on some incremental risk, you can earn a better return than you
Otherwise would in a savings account. Depending on your risk tolerance, you
Can earn anywhere between 5% and 25% on your money.
You Can Diversify Your Investment Portfolio
Because personal loans can be viewed as a separate asset class, they can help
You diversify your investment portfolio.
You can Easily Track Your Investments
IOU Central provides you with financial charts and statistics to help you track
Your investments and make good lending decisions. "
(Exhibit D-4, Tab 11, pages 6 and 7)
"Here are Some Tools to Help You Make Good Investment Decisions
In making investment decisions, lenders typically draw on two types of
Financial information: Credit Scores and Financial Ratios. While there are no
Guarantees of how an individual borrower will behave, the credit score of a
Borrower helps lenders determine the likelihood that a certain individual will
Repay his / her loan. The financial ratios of a borrower such as Debt / Income and
Housing Expenses / Income describe the financial health of an individual and
Are usually good indicators of the ability of a borrower to repay his / her loan.
In order to diversify and reduce one's exposure to the possibility of a borrower
Defaulting on his / her loan, lenders are encouraged to lend to small amounts
Page 10 of 13
Many different borrowers (up to 30 different borrowers). For example, if a
Lender has $ 6,000 available to invest, the lender may choose to invest $ 200
With 30 different borrowers. "
(Exhibit D-4, Tab 11, page 13 et seq)
The contracts
41. The site also shows the three (3) model contracts that borrowers and lenders
Must complete. This is called the "Sample Promissory Note," "Agreement" and Borrower
"Lender Agreement." (Exhibit D-4, Tab 6)
Sample Promissory Note
42. The ticket is signed between IOU and the borrower but only the ticket is assigned to a
Lender. (Exhibit D-4, Tab 6, pages 1 to 12 particularly on page 12)
43. This note sets out the obligations of the borrower in relation to the money it borrows
(Monthly payment, terms of payment, terms of non-payment).
Borrower Agreement
44. The agreement with the borrower is reached between IOU and the borrower only. (Exhibit D-4,
Tab 6, pages 12 to 23)
45. The contract explains how the borrowing of money works.
Lender agreement
46. The agreement with the lender is concluded between IOU and the lender only. (Exhibit D-4, Tab
6, pages 23 to 40)
47. The contract says this:
"Purchase of the loan
Although you are referred to as the "Lender", you are not lending money
Directly to borrowers but are instead purchasing a loan or several Loans
Which you have selected and committed to fund but which are extended by
CENTRAL IOU to the borrower or borrowers.
Immediately upon extending of a Loan by CENTRAL IOU to a borrower, IOU
CENTRAL assigns to you its rights and obligations in the Loan to the extent of
The amount the Loan is funded by your successful Bid. Concurrently, you
Agree to purchase from IOU CENTRAL your proportionate share of any and all
CENTRAL of IOU's rights and obligations in such Loan. The Promissory Note
Executed by the borrower in the amount of the Loan funded by you shall be
Assigned to you by IOU CENTRAL. "
(Exhibit D-4, Tab 6, page 26)
Page 11 of 13
ARGUMENT
48. Considering the foregoing, IOU, Philippe Marleau and the other leaders help
Issuers borrowers to proceed with the placement of a form of investment subject
The application of the Securities Act, under section 1 of the Act
Securities without a prospectus referred by the Authority, namely securities
Establishing a loan of money lenders to investors.
49. IOU makes the placement of a form of investment subject to the Law Enforcement
On the securities, pursuant to section 1 of the Securities Act, without
Have a Prospectus approved by the Authority, namely rights in the securities noting an
Borrowing money to investors lenders.
50. IOU, Philippe Marleau and the other leaders opravljajo broker
Among investors, in contravention of Article 148 of the Securities Act
Securities.
51. For services provided on the website, IOU because of the activities provided for in contracts
Regulation 21-101, detain without authorisation.
52. Philippe Marleau and the other leaders to help IOU activities markets
Provided for in Regulation 21-101 detain without authorisation.
EMERGENCY AND NO PRIOR HEARING
53. The Authority calls for the protection of investors and in the public interest that the
Bureau decision and overhaul securities declared bans
Requested in the conclusions of this request.
54. Given that the activities described above continue, it is imperative in
The public interest and for the protection of investors that the Bureau decision and
Reviewed Securities pronounce its decision without a prior hearing
In accordance with Article 323.7 of the Securities Act.
55. It is feared that any additional delay would allow the company IOU Central inc. To
Philippe Marleau and other leaders to continue their illegal activities to the detriment
Savers, to whom they offer via the website as a form of investment
Subject to the application of the Securities Act.
FOR THESE REASONS, the AMF request to the Office of decision and
Reviewed securities, pursuant to Article 93, paragraph 6 of the Act Authority
Financial markets and sections 265 and 323.7 of the Securities Act, by:
PROHIBIT to society IOU Central inc. Any activity directly, or indirectly via
Internet, in order to perform any operations on the values on all forms of investment
Under the Securities Act.
PROHIBIT Philippe Marleau, and all directors, officers, employees,
Representatives and agents of the company IOU Central inc. Any activity with a view
Take action on the values on all forms of investment covered by the Act
The securities on behalf of the company IOU Central inc.
Page 12 of 13
PROHIBIT to society IOU Central inc. To engage in activity as broker, as
Defined in Article 5 of the Securities Act, for the placement of all forms
Investment under the Securities Act.
PROHIBIT Philippe Marleau, and all directors, officers, employees,
Representatives and agents of the company IOU Central inc. To engage in activity as broker
Investment, as defined in Article 5 of the Securities Act, for the
Placement of all forms of investment under the Securities Act.
DECLARE under section 323.7 of the Securities Act that the decision
Decision of the Bureau and overhaul securities enter into force without hearing
Prior to give the parties an opportunity to be heard within a period of fifteen
(15) days.
Done at Montreal, February 25, 2008.
(S) Girard et al.
GIRARD ET AL.
Solicitors for the Authority markets
Financial
COPY PASSED
(S) Claude St Pierre
Claude St Pierre, general secretary
Bureau de décision et de revision
Securities
Page 13 of 13
AFFIDAVIT
I, the undersigned, Frédéric Bombardier, exercising at 800 Victoria Square, 22nd Floor, in the city and
The District of Montreal, affirming that:
1. I am investigator at the AMF;
2. All the facts alleged in this application are true.
IN WITNESS WHEREOF, I HAVE SIGNED IN MONTREAL,
This February 25, 2008
(S) Frédéric Bombardier
Frederick Bombardier
Affirmed solemnly in front of me
Montreal, February 25, 2008
(S) Francine Lauzon # 171 101
Commissioner of Oaths for all
Judicial districts of Quebec
COPY PASSED
(S) Claude St Pierre
Claude St Pierre, general secretary
Bureau de décision et de revision
Securities
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