Enforceable undertaking accepted from US-based e-business system developer

The Australian Securities and Investments Commission (ASIC) announced it has accepted an enforceable undertaking from Safe Worlds Internet Television Inc. (Safe Worlds), a company incorporated in Pennsylvania, USA, and its sole director Mary Helen Metcalfe of Varsity Lakes, Queensland, following an investigation. Safe Worlds carries on a business of the development of an e-business system and an internet television platform through the utilisation of artificial intelligence.

ASIC's investigation identified concerns that at various times during the period January 2011 to November 2016, Safe Worlds and Mrs Metcalfe offered securities to Australian investors without disclosure documents as required under Part 6D.2 of the Corporations Act 2001. In addition Safe Worlds carried on business in Australia without being registered as a foreign company under Part 5B.2 of the Corporations Act.

After ASIC raised these concerns with Safe Worlds and Mrs Metcalfe, they together offered and ASIC accepted, an EU that requires Safe Worlds to:
  • not offer securities that require disclosure without giving the required disclosure;
  • not advertise in Australia any offers of securities except in compliance with the law;
  • write to each of its shareholders alerting them to the EU; and
  • register as a foreign company.
The EU also imposes obligations on Mrs Metcalfe not to be involved in the offer of securities that require disclosure without giving the required disclosure.

ASIC Commissioner John Price said: " Foreign companies that do business in Australia must ensure they comply with Australian laws, including registration as a foreign company and if they are offering securities to Australian investors, disclosure of all relevant information as required by the Corporations Act."


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