Cem (Jim) Can, Charles Michael Miller and Bluforest Inc.

Lead Securities Regulator

Alberta Securities Commission (ASC)

Type of Misconduct Committed

• Market manipulation – pump and dump scheme
• Illegally distributing Bluforest securities
• Perpetrating a fraud

Case Description

In December 2010, Cem (Jim) Can acquired control over Greenwood Gold Resources Inc. (Greenwood) and persuaded a friend to act as the company’s president and majority shareholder and to follow Can’s instructions. Can and Charles Michael Miller, who joined Greenwood in February 2012, came up with a plan to repurpose Greenwood as a carbon-credit marketing company. They replaced Greenwood’s board of directors, and Miller became the sole director, president and CEO. Can refused to join the board and instead entered into a consulting agreement with Greenwood through one of his companies. They consolidated the company’s shares and issued 100 million new shares to be split between Can and Miller: 25 million to Can and 75 million to Miller. Greenwood was then renamed Bluforest Inc. (Bluforest) to reflect the company’s new business in the carbon-offsets market.

Following this, they began selling shares of Bluforest, raising over $1,000,000 from at least seven Albertans. They sold the shares without a prospectus, which is prohibited under the Securities Act (Alberta) unless an exemption is available, and did not file reports of exempt distribution for the trades. They began promoting Bluforest shares through a series of news releases and numerous touts in an elaborate promotional campaign from November 2012 to November 2013, with deliberate intensity from July 16 to August 19, 2013, even though the Alberta Securities Commission (ASC) issued a cease trade order of Bluforest shares in June 2013. Can indirectly funded stock promoters to urge the immediate purchase of Bluforest shares and paid an investment research firm to provide a purportedly independent and highly favourable report that was exploited by the promoters. These actions resulted in a dramatic increase in trading volumes and price for Bluforest shares (shares that were beneficially owned by Can). Once the promotional campaign ended, trading volumes for Bluforest shares dropped steeply and its share price plummeted.

On August 24, 2020, an ASC panel ruled that Can and Miller engaged in a deliberate course of conduct that perpetrated a fraud by participating in a pump and dump scheme. The ASC panel also found that Bluforest made misrepresentations and that Can illegally distributed securities to Alberta investors and engaged in a course of conduct that resulted in or contributed to an artificial price for Bluforest securities.

Penalties Issued

  • Permanent market access bans against Can, Miller and Bluforest.
  • Can and Miller were ordered to pay $750,000 and $300,000 respectively, in administrative penalties.
  • Can was ordered to pay $1,485,834 to the ASC based on the amounts he was found to have obtained from his misconduct.
  • Can and Miller were ordered to pay $80,000 and $50,000 respectively, of the costs of the ASC’s investigation and hearing.

Key Takeaways for Investors

Do your research and watch for signs of potential fraud

Your best investment decisions are informed ones. You should always err on the side of caution, do your own research and check the registration of anyone selling investments before giving away your money.

Be wary of potential pump and dump schemes

A pump-and-dump scheme is when a stock promoter creates false hype by touting an “exciting” opportunity to bring in lots of investors and drive up the price of a stock. The promoter then sells their shares once the price reaches a certain point (and also stops promoting the stock), and then the stock price plummets – leaving investors who believed the hype with a worthless investment. Before buying into the excitement, carefully research the fundamentals of the company and the investment opportunity you are considering. before handing over your money.

Ask to see a prospectus

A prospectus is a formal document that contains full, true and plain disclosure about the investment being sold, which helps investors make informed decisions. Bluforest did not file a prospectus and it did not have an exemption from filing one. If there’s no prospectus for the investment and the company doesn’t have an exemption for it, you should get professional advice before proceeding.

Don’t be pressured into making an investment

If you are being urged to “act now” on an investment opportunity, take time to think about it and do your research. Don’t rush into a decision when it comes to your money.

Additional Information

For more information about the fraud and elaborate pump and dump scheme operated by Jim Can, Charles Michael Miller and Bluforest, visit the ASC website.