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by Mike Caswell

The B.C. Securities Commission has found against Vancouver resident Matthew John Hamilton, determining his behaviour in connection with the sale of a U.S. shell company was "clearly abusive." Among other things, he hid his control over all of the company's shares while installing a nominee officer and director. He also provided false records in order to obtain a U.S. symbol for the company.

The ruling comes as part of an administrative case in which the BCSC cited Mr. Hamilton and another man, Braeden Lichti. The regulator claimed that the pair were behind the creation and sale of Guru Health Inc., an OTC Bulletin Board shell. On paper the company had 27 shareholders and a Calgary woman as its chief executive officer, but in reality Mr. Hamilton had complete control of the company's shares, the BCSC said. In 2012, he and Mr. Lichti sold the company as a shell for $220,000 (U.S.), according to the BCSC.

The matter went before a three-member panel, which heard the allegations over seven days in February and March, 2018. Mr. Hamilton and Mr. Lichti both opposed the matter, each sending a lawyer to the hearing. Among other things, they contended that the rules the BCSC used to pursue them had no relation to what they did. There is no provision in the province's securities regulation for "deceptive shell manufacturing," they said.

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