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B.C. bookkeeper used numbered company to assist major U.S. fraud, SEC finds

Bookkeeper's dealings with former Vancouver stock promoter shed light on the mechanics of an alleged billion-dollar penny stock trading scheme orchestrated in B.C.
The U.S. Securities and Exchange Commission has reached a settlement with a B.C. bookkeeper for his role in his client's fraud Biozoom, Inc.” | Shutterstock

A B.C. bookkeeper has been fined $25,000 and permanently barred from any business activity related to penny stocks after regulators determined he “willfully aided and abetted” in the fraud committed by his client Avtar Dhillon, a former prominent Vancouver stock promoter.

In an administrative settlement agreement with the U.S. Securities and Exchange Commission, Shrizali Jumani — who advertises accounting services in Burnaby — did not admit or deny the facts the commission determined on May 22.

Between at least March 2011 and February 2018, Jumani carried out a series of stock transactions of American-registered OncoSec Medical Inc., a company chaired by Dhillon, who faces prison time at a sentencing hearing this November after pleading guilty to three felonies last December.

Dhillon’s fraud relates to an alleged, multi-faceted illegal pump-and-dump trading scheme involving over a billion dollars’ worth of stock sales across over 100 companies. The trades were conducted, in part, by over a dozen British Columbians, via offshore shell companies, the commission alleges.

One of those offshore shell companies was 0903759 B.C. Ltd, controlled by Jumani but one whose assets were beneficially owned by Dhillon, according to the commission.

The numbered company bought close to 80,000 OncoSec predecessor shares, at one cent per share, which became over 2.5 million restricted shares following a stock split conducted under Dhillon’s watch.

Jumani knew the company acquired the shares for Dhillon but falsely represented them as company assets, according to the commission.

To lift the trade restrictions on the shares and thus sell them to the public, Jumani made false representations to the brokerage firm where they were held, in particular that the shares had no affiliation to OncoSec (including the company’s chairman, Dhillon).

Via 50 transactions, Jumani sold $783,500 worth of stock and disbursed it to One World Ranches LLC and One World Farms Inc., companies owned by Dhillon.

Jumani repeated this process in another round of share purchases and sales, for further gross proceeds of $257,000.

Jumani “knew or was reckless in not knowing that Dhillon was obligated, as Chairman of OncoSec, not to engage in any undisclosed holding of or trading in the securities of OncoSec,” stated the commission’s agreement.

In doing all this, the commission found Jumani “willfully violated” several aspects of the U.S. Securities Act.

Bookkeeper says he was victim of Dhillon's fraud

Reached by phone at his business, Jumani told Glacier Media that at the time of the deals he did not have any information from Dhillon on what the stocks were; he said he informed the commission he never profited from those sales.

“I did something for him I shouldn’t have done,” said Jumani, describing his services to Dhillon as basic bookkeeping.

Jumani “provided private accounting services that included tax preparation and bookkeeping, and served as Dhillon’s Canadian tax preparer. He has never been licensed as a Chartered Accountant or as a Certified Public Accountant,” noted the settlement.

“I think they (Dhillon) should have known better and informed me when I was selling those shares …I basically got caught into things,” said Jumani.

“I’m kind of a victim,” he said, describing the settlement as a “black mark” on his 40-year bookkeeping career. 

Meanwhile, Dhillon has had his sentencing hearing delayed to November. Whereas he initially pleaded the Fifth Amendment in the SEC’s civil case against him, he wrote to the commission in April saying he was willing to testify following a declaration wherein he describes “aggressive promotions” of his companies while simultaneously selling restricted shares.

The commission alleged in September 2021 that Dhillon personally profited by $5 million across three of his American companies.

Dhillon has directed numerous Canadian public companies, including a once high-profile Richmond-based marijuana provider named Emerald Health Therapeutics.

Company stock records from court proceedings in B.C. of Therapeutics’ parent company Emerald Health Sciences show Jumani had 2.66 million founder shares distributed to him at 0.00001 cents per share, in 2013. Jumani allocated hundreds of thousands to holding companies the commission states are associated to former Vancouver lawyer and offshore shell facilitator Fred Sharp. Sharp is a co-defendant in Dhillon’s civil SEC case who has since been found guilty of fraud in a default judgment, after not responding to the charges.

“This case concerns a sophisticated, multiyear, multinational attack on the United States financial markets and retail United States investors by foreign and domestic actors. These actors schemed to sell fraudulently hundreds of millions of dollars in stocks in the United States markets,” stated the SEC complaint at the time.

Following more than three decades of business dealing in B.C., the B.C. Securities Commission recently banned Sharp from the province’s investment market; however, Dhillon remains unrestrained.

Dhillon, a resident of California, could receive a prison term of 63 to 78 months in a federal prison.

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