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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
Sunday, June 15, 2014
Hunter Litigation Chambers
Greg J. Allen, Attorney
Suite 2100 - 1040 West Georgia Street
Vancouver, BC V6E 4H1
Chain of Events Dealing with the BC Securities Commission
From June 2013 to February 2014
Dear Greg,
To assist you in the SPYru case, I’m providing you with a general overview and cronolized chain of events that occurred while dealing with the commission and our subsequent lawsuit against the commission for conducting a biased and un-lawful investigation against U-GO Brands and Echo Partners, including the slandering of our Directors.
Sole Reason for Contacting the Commission
As you know, we approached the commission as victims of Klaus Glusing and for this reason, we sought out the commission to help us transfer legally SPYru Inc. to Canada and save the SPYru resident investors from losing their investment. Over the next seven months from our initial contact with the commission, we fully co-operated and we voluntary turned over all of the documents requested by the commission.
HISTORY and CHAIN of EVENTS
Deception and Misleading Undertakings
William Ting, BCSC Investigator
On June 12, 2013 when I first made contact with Mr. Ting and without Mr. Ting asking, I voluntarily submitted on the same day, a 10 page "Statement of Facts" explaining our commercial activities with SPYru Inc. and Klaus Glusing going back to 2010, in this document we provided detailed information as to why we were seeking assistance from the commission. (See attached "Statement of Facts" for quick reference) Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
Several days after my first contact with Mr. Ting, Lorne Cire and I requested that we travel at our own expense to Vancouver and meet with Mr. Ting to explain how we got defrauded by Klaus Glusing and why we were seeking their help before the commission rendered judgment and started an investigation.
After all, our case is unique, as the commission agreed, and we did voluntarily approach the commission for help; we never tried to avoid our responsibilities with the commission.
At the beginning, my dealings with Mr. Ting were very friendly, courteous and on a first name basis. After several weeks of numerous e-mail exchanges with Mr. Ting, answering all of his questions and fully co-operating, out of the blue, Mr. Ting indicated to me that I’m to no longer communicate with him and that I should retain a securities attorney.
After all this time, I was under the impression that Mr. Ting was asking for all of the information in order to sort out the matter in the attempt to help us protect the resident SPYru investors. In addition, Mr. Ting never confirmed or indicated to me on June 12th or at any later date that the commission has no jurisdiction or authority over the TCI’s and Klaus Glusing. Thus, the commission had no intention to help us in salvaging the resident investors from the very beginning. We only found out this information from Ms. Mitchell-Banks on February 14, 2014.
Retained Legal Services
When we approached the commission, we had no reason to believe that we had violated some of the BC Securities Act, thus we saw no reason to retain an attorney, since we could explain ourselves to the commission, which never happened.
On July 12, 2013 and on the advice of Mr. Ting, we retained the services of Farris Law in Vancouver. From July 2013 to January 2014 our Farris attorney had numerous phone conversations, e-mails and letters to and with Mr. Ting and commission litigators. As a result, our attorney asked that we send an additional 450 documents requested by the commission. In January 2014 the commission requested additional documents of which some of the documents requested had already been submitted to the commission. Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
How long should an investigation last? It would seem to me after 11 months of investigating our case, the commission by now would have filed formal charges against us. Now the commission is saying: "Allegations have not yet been proven". That sounds to me like a weasel statement.
After seven months of having spent some $80K in legal fees, and realizing we were no further ahead with the commission for an early resolve, on January 29, 2014, we dismissed our attorney and decided to deal directly with the commission. Our decision was based the commission’s hearing manual clearly stating we could represent ourselves without an attorney present. We had no choice since we had run out of funds by then and we could not afford an attorney or travel to Vancouver.
No Longer Cooperating with the Commission
Abuse of Power and Intimidation
On the same day, January 29th we declared to the commission, we would no longer co-operate in the investigation and our reason was that after all of these months dealing with the commission it was obvious we would not receive a fair and impartial hearing and for this reason we wanted to appear in front of a Supreme Court Judge where we knew we would receive a fair and impartial hearing. It was very clear to us that the investigation was turning out to be vindictive and abusive.
By January 2014, we realized that by standing up to the commission’s allegations, the investigators retaliated by becoming biased, vindictive, and slanderous against our group. The investigators had no justifiable legal grounds to order a cease trade order against U-Go Brands and Echo Partners; this was a clear retaliatory move and abuse of power exercised on the part of the investigators.
Retained Investigating Firm
Klaus Glusing Background Check
We realized the commission was not going to help us, knowing the commission had contacted Klaus Glusing and based on Klaus Glusing’s letter, the commission came to the conclusion that Klaus Glusing had no involvement dealing directly with our resident investors and did not run the company.
Knowing the commission was negligent in its investigation of Mark and Klaus Glusing, we retained the services of Harbor Investigations of Vancouver. We provided the commission with exhibits that proved we sent messages to Klaus Glusing Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
recommending we move SPYru Inc. from the TCI and register SPYru in Canada or the U.S.A.
We also provided proof to the commission that this was not Klaus Glusing’s first time being involved in misappropriation of funds. We supplied to the commission information from the Bermuda Supreme Court confirming three judgments against Klaus Glusing totaling approximately USD$4 Million.
The victims were Cast Lines, a CP Ships company, the second victim was Michael G. DeGroote, a recipient of the Order of Canada and a Canadian businessman and philanthropist from Hamilton, Ontario. The third victim was a land developer in Bermuda. Klaus Glusing left Bermuda and moved to Vancouver to avoid repaying any of these victims.
The commission did know about Klaus Glusing prior to our June 12th contact. Sometime in 2001, Klaus Glusing started a shipping Line in Vancouver called ValuShip. The commission accused Klaus Glusing of lying to investors, therefore, the commission was already aware of Klaus Glusing’s fraudulent history.
Micro Managing SPYru Inc.
Klaus Glusing
We sent to the commission numerous copies of e-mail messages from Klaus Glusing to Lorne Cire and myself instructing us on how to proceed on the day-to-day management of the company. Reading Klaus Glusing’s messages clearly shows that Klaus Glusing was in charge of SPYru Inc.
Lorne Cire and I were never officers of SPYru Inc.; Klaus Glusing was the majority shareholder after Mark Glusing’s passing-away and Klaus Glusing never disclosed to Lorne or myself the number of shares he personally held. After several months of working with SPYru Inc. and after Lorne Cire personally invested $5,000.00, Klaus Glusing gave us a combined 5 million shares and made us Directors with no voting rights. Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
Slanderous Accusations, Misconduct and Abuse of Power
Ms. Donders, BCSC Lead Investigator
My dealings with Ms. Donders were exactly the same as with the communication I had previously with Mr. Ting, courteous and on first name basis at first, thereafter, turning nasty on the part of Ms. Donders after several weeks.
I will site the following actions by Ms. Donders that we feel were out of line, illegal and clearly demonstrate abuse of power.
Known statement by Ms. Donders as follows:
1. Telling some of our investors we were an illegal company and dishonest Directors and that we were going to be banned forever involving securities trading in BC.
2. Contacting TD Waterhouse Head Office ordering the freezing of the personal trust accounts of John Thibert and Diane Thibert. Subsequently, when Blair Payton of TD Waterhouse, financial advisor to the Thiberts, Mr. Payton phoned Ms. Donders questioning her actions. Ms. Donders was dictatorial towards Mr. Payton and hung up the phone on him. These trust accounts had nothing to do with the SPYru case. Subsequently, after our strongly objecting to Ms. Donders actions, several weeks later the commission lifted the cease trade order against the two personal trust accounts. Ms. Donders’ reckless action caused Mr. Thibert to send her an aggressive e-mail message that was replied to by Ms. Mitchell-Banks advising Mr. Thibert the commission will no longer accept his messages and that he is to conform, otherwise the commission will inform the police to take action against him. As a result Mr. Thibert suffered a nervous breakdown and has been under physician’s care ever since.
3. Ms. Donders contacted Mr. Thibert’s personal physician, not requesting medical information, but demanding the information. Ms. Donders phone call was so forceful and demanding that the physician’s assistant was left upset and crying from the phone call. This kind of action on the part of a public servant is total unacceptable.
4. On another occasion Ms. Donders told one of our investors that the commission was taking us to court, when in fact it was a voluntary commission hearing she was referring to, and that we had already courteously replied that we would not attend.
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
Ms. Donders January 2014 Questioning Lorne Cire
Intimidation and Un-lawful questioning
The first Director to be interviewed by Ms. Donders was Lorne Cire in January 2014 in Vancouver at Lorne Cire’s own expense. The interview was more of an interrogation and our attorney never once raised an objection or intervened in Lorne Cire’s defense to any of the questioning by Ms. Donders. Some of the information requested by Ms. Donders was out of line and illegal to request.
Lorne Cire, RBC Cancelation of Corporate & Personal Accounts Including Credit Cards
Ms. Donders, BCSC Lead Investigator
If Ms. Donders was capable of making slanderous accusations against us to our investors, God knows what Ms. Donders told the Royal Bank about us.
All we know is that after Lorne Cire had a long and detailed phone conversation with the RBC investigator, several weeks later the RBC notified Lorne Cire that they had cancelled all of his accounts.
Lorne Cire had been with RBC for over 20 years as an exemplary client and with Ms. Donders involvement, Lorne Cire’s business relationship with the RBC was severed, the damage is done.
Also, Dr. Michael Kwasnek, U-GO Brands Treasurer, received a letter with no explanation why, indicating that RBC wished to have no future dealings with him. Dr. Kwasnek also had a long and respected relationship with RBC prior to Ms. Donders intervention.
Misleading Information, Constant Threatening and Abuse of Power
Ms. Teresa R. Mitchell-Banks QC – BCSC Enforcement and Corporate Finance Director
Dealings with Ms. Mitchell-Banks were stressful. Ms. Mitchel-Banks demonstrated in her e-mail messages that she does not appreciate any one opposing or questioning the commission’s actions or authority and as a result if you review the exhibits you will see that my message exchanges with Ms. Mitchell-Banks were aggressive on both sides from time to time. Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
On one occasion Ms. Mitchel-Banks sent me three e-mails between Saturday and Sunday threatening me with contempt of court if I did not appear at the scheduled hearing. Once she realized I was not going to appear, she sent me an e-mail stating that, in fact the meeting was voluntary, and I did not in fact have to appear.
I even sent a personal message to Ms. Mitchell-Banks asking her to please be more understanding of our situation and that we were virtually without funds since we had paid approximately YTD $130,000.00 in legal fees to our attorneys and the commission. Ms. Mitchell-Banks totally ignored my passionate plea to be more understanding, show some compassion or try to work with us. Rather, she chose to be dictatorial and condescending towards us.
Finally, after dealing with Ms. Mitchell-Banks for some five to eight weeks and her going on vacation, I started to communicate with Mark L. Hilford, BCSC Manager, and Litigation.
Misleading Information, Constant Threats and Abuse of Power
Mr. Mark L. Hilford - BCSC Manager, Litigation
My message exchange with Mr. Hilford lasted two weeks and for the most part was aggressive on both sides. Mr. Hilford demonstrated the same negative and condescending attitude towards us and showed no compassion towards our situation.
Aggressive Message to Mr. Ting and Ms. Donders
Peter Harris and John Thibert
We know the commission will use my message and John Thibert’s to attempt to show the commissioners that we are not to be trusted and our behavior is not acceptable in the business world.
Our defense is that we have been treated like criminals from the start and we lost our tempers by retaliating with aggressive messages. Consequently, both John and myself, sent apology messages to both Ms. Donders and Mr. Ting. Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
Consent to Appear in front of an investigator
Travel Expenses and Daily per Diem
The commission never indicated to us that they should cover our travel expenses to go to Vancouver, the only subsidy we received from the commission was a $20.00 witness daily per diem.
Had we known that our expenses would have been paid, we would have agreed to appear for individual questioning.
One of our reasons for declining to appear was we had no funds on hand to cover the travel expenses for all of our Directors. On many occasions, we made it very clear to Ms. Mitchell-Banks and Mr. Hilford that we had no funds to travel.
Once Ms. Mitchell-Banks returned to work we communicated for another several weeks and again things got aggressive and Ms. Mitchell-Banks instructed me that the commission will no longer accept my e-mail messages or phone calls. Mr. Mitchell-Banks made it very clear that we need to retain a Securities Attorney otherwise things are going to get worse for us.
Exemplary and Punitive Damages
Reckless Practice by the Commission
U-GO Brands and Echo Partners were formed in April 2014 and all U-GO Brands Subscription Agreements and other related documents were created and submitted to the commission by Farris Law. To date the commission has not contacted Farris Law to indicate U-GO Brands is in serious violation of the Securities Act.
Corporate and Product Restructuring
Due to the failure of SPYru, we have found ourselves having to recreate our flagship product from "SPYru Uberwater" that failed in the market place due to chemical content that consumers no longer wanted to purchase.
Realizing we had to create an all-natural product we formed a working alliance with John Stevens and SuperDrop. Our action plan was based on the undertaking of a new product launch to protect the resident investors, thus SuperDrop was created. Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
In the meantime, while we were going through this metamorphosis and being defrauded by Klaus Glusing, we found ourselves publicly accused and slandered by the commission. In spite of all the negatives around us, we still managed to get SuperDrop introduced and well received by the National Retailers and Distributors, YTD, we have produced 85,000 bottles of SuperDrop.
Upon the order by the commission of our having to stand-down from the Noor Energy negotiation or any other negotiation involving securities, all five directors are losing the opportunity to reap earnings for the last three years of dedication, hard work, perseverance. Similarly, we are unable to protect our investors as SuperDrop can no longer move forward.
Please see next page demonstrating earning losses over the next five years. The projected revenues and number of stores are set conservatively versus actuals. Ref erenc e: echo 0 47-08-06 -201 4
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E C H O P A R T N E R S L T D . P e t e r D. Ha r r i s Di r e c tor , Bo ar d S e c r e t ar y P hone : 2 5 0 -765-8213 E -ma i l : p. ha r r i s@t e lu s . ne t We b s i t e : www. e c h o p a r t n e r s . c a
| SuperDrop Energy * Five year Project | |||
| REVENUE FORMULA per STORE | |||
| Quarterly Revenue per store location | Annual Revenues per store location | ||
| $450.00 | $1,800.00 | ||
| FIVE YEAR PROJECTED REVENUES & ERANINGS | |||
| Period | Number of Stores | Revenues | |
| 2013-2014 | 2,000 | $3,600,000 | |
| 2014-2015 | 5,000 | $9,000,000 | |
| 2015-2016 | 10,000 | $18,000,000 | |
| 2016-2017 | 15,000 | $27,000,000 | |
| 2017-2018 | 20,000 | $36,000,000 | |
| LOST POTENTIAL REVENUES | $93,600,000 | ||
| LOST POTENTIAL EARNINGS | $46,800,000 | ||
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