A former Vancouver resident is facing a hearing before the B.C. Securities Commission for allegedly creating an illegal cryptocurrency exchange administered by a non-existent Swiss-based foundation and promoted with a slew of misrepresentations.
Clayton Leigh Moore and NetCents Technology Inc. face various allegations of breaking the B.C. Securities Act, according to a hearing notice issued Monday.
Moore is the founder of NetCents, a Vancouver-headquartered cryptocurrency payment processing company that traded on the Canadian Securities Exchange from 2016 until May 2021, when the commission halted trading when it says Moore made changes to the beneficial ownership or control of company shares without filing insider trading reports.
On Nov. 27, 2018, the commission froze $3.3 million of company assets derived from the sale of a cryptocurrency Moore created and sold, in 2017, dubbed the NetCents Coin.
The commission alleges that the coin was an investment contract, and thus a security; however, Moore sold it without registering it with the commission (with a prospectus document, or approved exemption).
Moore and the company then created an exchange for investors to buy and sell the coin; however, this was also done without approval from the commission, according to the notice.
Through it all the commission says Moore and the company made misrepresentations to the public via its social media accounts and news releases.
NetCents, said the commission, purported to create a foundation called the NetCents Coin Foundation, to promote and administer the coin. Managing the coin network would be the NetCents Coin Organization, a non-profit the company advertised.
“In fact, neither the NCC Organization nor the NCC Foundation, nor any similar independent entity existed during the distribution period and therefore could not have done any of the things NetCents claimed they did and “all of the proceed from sales of the Coin went to NetCents.”
The company also issued news releases in November 2017 to claim the coin had sold out, but the commission alleges this was not the case.
And in a YouTube video, the company claimed monthly revenue of $100,000 when “in fact, NetCent’s own financial disclosure indicated that its revenue for the entire fiscal year 2017 was less than $100,000,” the notice states.
“NetCents and Moore knew or ought reasonably have known that the statements on its websites, and in the new releases and YouTube video were misrepresentations,” the commission alleges.
NetCents also established an online exchange named the NC Exchange where customers opened accounts and submitted orders to buy and sell the coin. This was done without registering with the commission, the notice states.
Company denies allegations
Moore issued a statement on Nov. 21, stating the company “holds on record a written acknowledgment from the BCSC confirming that its operations were not deemed an illegal exchange prior to the implementation of new registration requirements, announced by the BCSC on Aug. 15, 2022, for all cryptocurrency exchanges.”
Moore has also taken issue with the “protracted nature” of the commission’s investigation, spanning almost five years. The company, stated Moore, is prepared to defend against the allegations.
“The Company anticipates that the outcome will reflect its dedication to compliance and the innovative spirit that drives the company,” stated Moore, who added that the company is registered as a Money Services Business (MSB) with Fintrac.
The notice stated Moore resided in Vancouver at the time of the alleged infractions. Moore’s LinkedIn profile places him in Dubai, where on July 5, 2022 Moore and NetCents announced a partnership with “His Highness Sheikh Mohammed Bin Maktoum Bin Juma Al Maktoum.”
Moore’s yet to file annual financial statements for 2021 and 2022.
In the year ending Oct. 31, 2020, the company, after raising millions of dollars from investors, reported revenue of $271,492 and expenses of $21.7 million, including $5.1 million on consultants, $1 million on professional fees and $3.2 million in employee salaries; this also includes $9.8 million of share-based payments.
Moore reported a salary of $269,000 and $414,029 of shares in 2020.
In 2018, when the company cleared $120,578 in revenue, Moore reported remuneration of $311,000 cash and $997,503 worth of shares.
The company’s CFO Christopher Cherry resigned in July 2021.
Its frozen stock sits at 69 cents per share.
